<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
MARYLAND 84-1259577
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
----------------------
<TABLE>
<S> <C>
1873 SOUTH BELLAIRE STREET, 17TH FLOOR TERRY CONSIDINE
DENVER, COLORADO 80222 CHAIRMAN OF THE BOARD OF DIRECTORS
(303)757-8101 1873 SOUTH BELLAIRE STREET, 17TH FLOOR
(Address, including zip code, and DENVER, COLORADO 80222
telephone number, including area code, (303)757-8101
of registrant's principal executive (Name, address, including zip code,
offices) and telephone number, including area
code, of agent for service)
</TABLE>
----------------------
COPY TO:
ROD A. GUERRA, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071
(213) 687-5000
----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If the Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING
TO BE REGISTERED REGISTERED UNIT (1) PRICE (1)
<S> <C> <C> <C>
Class A Common Stock, par value $.01 per share.......... 723,273 (2) $35.125 $25,404,964
<CAPTION>
TITLE OF SHARES AMOUNT OF
TO BE REGISTERED REGISTRATION FEE
<S> <C>
Class A Common Stock, par value $.01 per share.......... $7,700
</TABLE>
(1) Calculated pursuant to Rule 457(c) of the rules and regulations under the
Securities Act of 1933, as amended, based on the average of the high and low
prices on September 24, 1997.
(2) Plus such additional number of shares of Class A Common Stock as may be
issued in exchange for Partnership Common Units of AIMCO Properties, L.P.
pursuant to antidilution adjustment provisions in the Agreement of Limited
Partnership of AIMCO Properties, L.P.
----------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
723,273 SHARES
[LOGO]
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
CLASS A COMMON STOCK
-------------
This Prospectus relates to the offer and sale from time to time by certain
selling stockholders (collectively, the "Selling Stockholders") of up to 723,273
shares of Class A Common Stock, par value $.01 per share (the "Class A Common
Stock"), of Apartment Investment and Management Company, a Maryland corporation
("AIMCO"), as described herein under "Selling Stockholders." AIMCO will not
receive any proceeds from the sale of such shares of Class A Common Stock.
The Class A Common Stock is listed and traded on the New York Stock Exchange
(the "NYSE") under the symbol "AIV." On September 24, 1997, the last reported
sale price of the Class A Common Stock on the NYSE was $35.125 per share.
The Selling Stockholders may sell the Class A Common Stock offered hereby
from time to time on the NYSE or such other national securities exchange or
automated interdealer quotation system on which shares of Class A Common Stock
are then listed, through negotiated transactions or otherwise at market prices
prevailing at the time of the sale or at negotiated prices. See "Plan of
Distribution."
------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR CERTAIN FACTORS RELEVANT TO
AN INVESTMENT IN THE CLASS A COMMON STOCK.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is September 26, 1997
<PAGE>
AVAILABLE INFORMATION
AIMCO is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by AIMCO with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; 7
World Trade Center, 13th Floor, New York, New York 10048; and Citicorp Center,
Suite 1400, 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material can be obtained at prescribed rates from the Public Reference Room of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Such material
can also be inspected at the New York Stock Exchange, 20 Broad Street, New York,
New York 10005. The Commission also maintains a site on the World Wide Web at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission.
AIMCO has filed with the Commission a registration statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Class A Common Stock offered hereby. As
permitted by the rules and regulations of the Commission, this Prospectus does
not contain all of the information set forth in the Registration Statement and
the exhibits and schedules thereto. Such additional information is available for
inspection and copying at the offices of the Commission. Statements contained in
this Prospectus, in any Prospectus Supplement or in any document incorporated by
reference herein or therein as to the contents of any contract or other document
referred to herein or therein are not necessarily complete, and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to, or incorporated by reference in, the Registration Statement, each
such statement being qualified in all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, previously filed by AIMCO with the Commission
pursuant to the Exchange Act (File No. 1-13232), are incorporated herein by
reference:
(i) Annual Report on Form 10-K for the year ended December 31, 1996;
(ii) Amendment No. 2 to Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996, filed March 10, 1997;
(iii) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1997 and June 30, 1997 (and Amendment No. 1 thereto filed August 19, 1997);
(iv) Current Reports on Form 8-K dated December 19, 1996, February 19,
1997, April 16, 1997 (and Amendment No. 1 thereto filed April 30, 1997), May
5, 1997, June 3, 1997 (and Amendments No. 1, 2 and 3 thereto filed June 27,
1997, August 14, 1997, and September 5, 1997, respectively) and August 26,
1997; and
(v) the description of the Class A Common Stock which is contained in a
Registration Statement on Form 8-A (File No. 1-13232) filed July 19, 1994,
including any amendment or reports filed for the purpose of updating such
description.
All documents filed by AIMCO pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Securities shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the date of
filing such documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
(or in the applicable Prospectus Supplement) or in any other subsequently filed
document that is or is deemed to be incorporated by reference herein modifies or
supersedes such previous statement. Any statement so modified or superseded
shall not be deemed to constitute a part of this Prospectus, except as so
modified or superseded.
2
<PAGE>
Copies of all documents which are incorporated herein by reference (other
than the exhibits to such documents, unless such exhibits are specifically
incorporated by reference herein), will be provided without charge to any person
to whom this Prospectus has been delivered, upon request. Requests for such
copies should be directed to Apartment Investment and Management Company, 1873
South Bellaire Street, 17th Floor, Denver, Colorado 80222, Attention: Corporate
Secretary, telephone number (303) 757-8101.
------------------
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in this Prospectus or
any Prospectus Supplement and, if given or made, such information or
representation must not be relied upon as having been authorized by AIMCO or any
underwriter or agent. This Prospectus and any Prospectus Supplement do not
constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction where, or to any person to whom,
it is unlawful to make such offer or solicitation. Neither the delivery of this
Prospectus or any Prospectus Supplement nor any sale made hereunder or
thereunder shall, under any circumstances, create any implication that the
information herein or therein is correct as of any time subsequent to their
respective dates.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information................................................................. 2
Incorporation of Certain Documents by Reference....................................... 2
Table of Contents..................................................................... 3
The Company........................................................................... 4
Risk Factors.......................................................................... 6
Use of Proceeds....................................................................... 17
Selling Stockholders.................................................................. 17
Plan of Distribution.................................................................. 18
Federal Income Tax Considerations..................................................... 19
Legal Matters......................................................................... 28
Experts............................................................................... 28
</TABLE>
3
<PAGE>
THE COMPANY
GENERAL
Apartment Investment and Management Company, a Maryland corporation ("AIMCO"
and, together with its subsidiaries and other controlled entities, the
"Company"), is the second largest owner and manager of multifamily apartment
properties in the United States, based on apartment unit data compiled by the
National Multi Housing Council, with 185,444 apartment units owned or under
management as of August 31, 1997. As of August 31, 1997, the Company owned or
controlled a total of 27,264 units in 108 apartment properties (the "Owned
Properties"), had an equity interest in 87,860 units in 535 apartment properties
(the "Equity Properties"), and managed 70,320 units in 386 apartment communities
for third parties and affiliates (the "Managed Properties," and, together with
the Owned Properties and the Equity Properties, the "AIMCO Properties"). The
AIMCO Properties are located in 40 states, the District of Columbia and Puerto
Rico. AIMCO has elected to be taxed as a real estate investment trust (a "REIT")
for Federal income tax purposes. The Company conducts its operations primarily
through AIMCO Properties, L.P., a Delaware limited partnership (the "Operating
Partnership"), and its subsidiaries. As of August 31, 1997, the Company held
approximately an 88% interest in the Operating Partnership. The Company's
third-party property and asset management business is principally conducted by
Property Asset Management Services, L.P., a Delaware limited partnership ("PAMS
LP"). The Operating Partnership owns a 1% interest in, and is the general
partner of, PAMS LP. The sole limited partner of PAMS LP is Property Asset
Management Services, Inc., a Delaware Corporation ("PAMS Inc." and, together
with PAMS LP, the "Management Subsidiaries"), which owns a 99% interest in PAMS
LP.
ChaseMellon Shareholder Services L.L.C. serves as transfer agent and
registrar of the Class A Common Stock. AIMCO's headquarters are located at 1873
South Bellaire Street, 17th Floor, Denver, Colorado 80222, and its telephone
number is (303) 757-8101.
THE NHP ACQUISITION
Pursuant to a Stock Purchase Agreement, dated as of April 16, 1997 (the
"Stock Purchase Agreement"), AIMCO and its unconsolidated subsidiary, AIMCO/NHP
Holdings, Inc., a Delaware corporation ("ANHI"), have acquired an aggregate of
6,930,122 shares of Common Stock, par value $.01 per share ("NHP Common Stock"),
of NHP Incorporated, a Delaware corporation ("NHP"), representing approximately
53.7% of the shares of NHP Common Stock outstanding as of August 31, 1997 (the
"NHP Stock Purchase"). NHP provides a broad array of real estate services
nationwide including property management and asset management, as well as a
group of related services including equity investments, purchasing, risk
management and home health care. As of July 31, 1997, NHP's management portfolio
included 730 properties containing 74,018 conventional units and 60,312
"affordable" units (units benefiting from some form of interest rate or rental
subsidy or otherwise subject to governmental programs aimed at providing low and
moderate income housing) located in 38 states, the District of Columbia and
Puerto Rico. The properties managed by NHP are included in the AIMCO Properties
described above. NHP also conducts mortgage banking services through The WMF
Group, Ltd., a Delaware corporation and a wholly owned subsidiary of NHP
("WMF").
In June 1997, AIMCO acquired a group of companies (the "NHP Real Estate
Companies") previously owned by NHP that hold interests in partnerships that own
534 conventional and affordable multifamily apartment properties (the "NHP
Properties") containing 87,659 units, a captive insurance subsidiary and certain
related assets (the "NHP Real Estate Acquisition"). The NHP Properties are
included in the AIMCO Properties described above. Prior to NHP's initial public
offering in August 1995, the NHP Real Estate Companies were owned by NHP. A
substantial majority of the NHP Properties are currently managed by NHP pursuant
to a long-term agreement (the "Master Property Management Agreement"). AIMCO is
currently engaged in a reorganization (the "NHP Real Estate Reorganization") of
its interests in the NHP Real Estate Companies, which will result in the vast
majority of the assets of the NHP Real Estate Companies being owned by a limited
partnership (the "Unconsolidated Partnership") in which the Operating
Partnership will hold a 99% limited partner interest and certain directors and
officers of AIMCO will, directly or indirectly, hold a 1% general partner
interest.
4
<PAGE>
AIMCO is seeking to acquire the remaining outstanding shares of NHP Common
Stock pursuant to a proposed merger (the "NHP Merger") of AIMCO/NHP Acquisition
Corp., a Delaware corporation and a wholly owned subsidiary of AIMCO ("Merger
Sub"), with and into NHP, with NHP being the surviving corporation after the
Merger and becoming a wholly owned subsidiary of AIMCO. The NHP Merger would be
effected pursuant to an Agreement and Plan of Merger, dated as of April 21, 1997
(the "Merger Agreement"), by and among AIMCO, NHP and Merger Sub. The Merger
Agreement provides that, upon consummation of the NHP Merger, each outstanding
share of NHP Common Stock, other than NHP Common Stock held by NHP, AIMCO or
Merger Sub, will be converted (subject to certain exceptions) into the right to
receive: (i) 0.74766 shares of AIMCO's Class A Common Stock (the "Stock
Consideration"), or (ii) at the election of the holder, 0.37383 shares of
AIMCO's Class A Common Stock and $10.00 in cash (the "Mixed Consideration"). As
of August 31, 1997, there were 12,916,939 shares of NHP Common Stock outstanding
and 891,250 outstanding options to purchase NHP Common Stock. As of September
12, 1997, AIMCO and ANHI owned 6,151,049 and 779,073 shares of NHP Common Stock,
respectively. In the NHP Merger, outstanding options to purchase shares of NHP
Common Stock will be converted into options to purchase shares of AIMCO Class A
Common Stock. The NHP Merger is subject to a number of conditions, including the
approval of the stockholders of both NHP and AIMCO. Accordingly, there can be no
assurance that the proposed NHP Merger will be completed. If completed, the NHP
Merger is subject to a number of risks. See "Risk Factors--Risks Relating to the
NHP Acquisition."
Immediately following the NHP Merger, NHP will be a wholly owned subsidiary
of AIMCO. However, immediately following the NHP Merger, AIMCO intends to engage
in a restructuring (the "NHP Reorganization") of the assets and operations of
NHP, possibly along regional or functional lines, that will result in the Master
Property Management Agreement being terminated and NHP's operations being
conducted through ANHI and/or other unconsolidated subsidiaries of AIMCO
(together with ANHI, the "Unconsolidated Subsidiaries"). It is expected that the
Unconsolidated Subsidiaries will have an ownership structure similar to ANHI, in
which AIMCO holds a 95% economic interest through ownership of shares of
non-voting preferred stock, and certain directors and officers of AIMCO hold a
5% economic interest through direct or indirect ownership of all of the
outstanding shares of common stock. As a result of the controlling ownership
interest in the Unconsolidated Subsidiaries held by such directors and officers,
AIMCO will account for its interest in the Unconsolidated Subsidiaries on the
equity method.
Pursuant to rights distributed to NHP stockholders in May 1997, subject to
certain conditions, on the earlier of the effective time of the NHP Merger or
December 1, 1997, all of the outstanding shares of WMF common stock will be
distributed to NHP stockholders (the "WMF Spin-Off"). Shares of WMF common stock
issued to AIMCO and ANHI in the WMF Spin-Off will be transferred to the sellers
of NHP Common Stock under the Stock Purchase Agreement.
5
<PAGE>
RISK FACTORS
An investment in shares of Class A Common Stock involves various risks. In
addition to general investment risks and those factors set forth elsewhere, or
incorporated by reference, in this Prospectus, potential investors should
consider, among other things, the following factors:
RISKS ASSOCIATED WITH THE NHP ACQUISITION
The NHP Stock Purchase, the NHP Merger and the NHP Real Estate Acquisition
(collectively, the "NHP Acquisition") constitute the largest acquisition ever
undertaken by the Company, involving an aggregate purchase price in excess of
$450 million. In addition to the risks typically associated with acquisitions
generally (see "--Risks of Acquisition and Development Activities"), the NHP
Acquisition involves the following risks and uncertainties:
POSSIBLE CONFLICTS OF INTEREST. Following consummation of the NHP Merger
and the NHP Reorganization, the operations of NHP will be conducted by ANHI
and/or other Unconsolidated Subsidiaries. In addition, upon completion of the
NHP Real Estate Reorganization, the vast majority of the assets of the NHP Real
Estate Companies will be owned by the Unconsolidated Partnership. Since it is
expected that certain individuals who are officers and/or directors of AIMCO
will acquire an equity interest in the Unconsolidated Subsidiaries and the
Unconsolidated Partnership, such officers and/or directors may have interests in
the NHP Acquisition that differ from those of AIMCO stockholders.
RISKS OF AIMCO'S INABILITY TO EFFECT CERTAIN BUSINESS COMBINATIONS AND OTHER
TRANSACTIONS. As a result of the NHP Stock Purchase, AIMCO is an "interested
stockholder" of NHP for the purpose of Section 203 of the Delaware General
Corporation Law (the "DGCL"). Accordingly, if the Merger Agreement is not
adopted and authorized at a special meeting of NHP stockholders by the required
vote, AIMCO may not, prior to February 13, 2000, enter into any "business
combination" transaction with NHP, unless the transaction is approved by holders
of at least 66 2/3% of the outstanding shares of NHP Common Stock, excluding
shares deemed to be owned by AIMCO or its affiliates. For these purposes, a
"business combination" includes any merger or consolidation of NHP or its
subsidiaries with AIMCO or its affiliates; any sale, lease, exchange, mortgage,
pledge, transfer or other disposition of assets of NHP or its subsidiaries to
AIMCO with a value of 10% or more of the total assets of NHP; transfers or
issuances of stock of NHP or its subsidiaries to AIMCO; and certain other
transactions that may provide financial benefits to AIMCO.
If the NHP Merger is not approved, the prohibition on business combinations
contained in Section 203 may prevent AIMCO from taking a variety of actions that
may be necessary to optimize AIMCO's corporate structure for operating reasons,
tax reasons and for purposes of complying with the REIT rules following the NHP
Stock Purchase and the NHP Real Estate Acquisition. Such actions may include,
for example, certain aspects of the NHP Reorganization, a liquidation of NHP, a
merger of NHP with another AIMCO subsidiary, a transfer of assets from NHP or
its subsidiaries to AIMCO or its subsidiaries or guarantees by NHP or its
subsidiaries of loans made to AIMCO or its subsidiaries. The inability of AIMCO
to engage in such transactions could have an adverse effect on AIMCO's results
of operations and its ability to realize the potential benefits of the NHP
Acquisition.
RISKS ASSOCIATED WITH INTEGRATING NHP. The integration of NHP's business
with AIMCO's may place a significant burden on AIMCO's management. Such
integration is subject to risks commonly encountered in making such
acquisitions, including, among others, loss of key personnel of NHP, the
difficulty associated with assimilating the personnel and operations of NHP, the
disruption of AIMCO's ongoing business and acquisition strategy, the difficulty
in maintaining uniform standards, controls, procedures and policies, and the
impairment of AIMCO's reputation. No assurance can be given that the anticipated
benefits from the NHP Merger will be realized or that AIMCO will be able to
integrate the two businesses successfully. Failure of AIMCO to integrate the two
businesses successfully could have a material adverse effect on AIMCO's results
of operations.
6
<PAGE>
RISK OF TERMINATION OF OXFORD CONTRACTS. Pursuant to contracts between
certain entities and individuals associated with Oxford Realty Financial Group,
Inc. and Oxford Holdings Corporation (collectively "Oxford") and certain
subsidiaries of NHP, NHP manages a portfolio of properties (the "Oxford
Properties") controlled by Oxford. Such contracts have terms of one year,
provide for automatic renewal for successive one year periods and provide for
management fees ranging from 3.25% to 9% of each property's rental revenue. In
connection with the NHP Acquisition, Oxford has indicated that it believes it
has the right to terminate such contracts. AIMCO and NHP believe these
assertions are without merit. Although AIMCO and NHP intend to vigorously oppose
any attempt by Oxford to terminate the Oxford management contracts, there can be
no assurance that Oxford will not prevail in any such attempt. NHP received
$12.9 million of management fees from management of the Oxford Properties in
1996 and $6.5 million in the first six months of 1997. The Stock Purchase
Agreement provides that the sellers thereunder will indemnify AIMCO against
certain losses in excess of $1 million, including claims made by Oxford under
the Oxford management contracts. This indemnification obligation is subject to a
number of exceptions and qualifications. Termination of the Oxford management
contracts could have a material adverse effect on NHP's results of operations.
SIGNIFICANT INDEBTEDNESS; REFINANCING RISKS.
The Company has significant amounts of debt outstanding and, accordingly, is
subject to the risks normally associated with debt financing, including the risk
that its cash flow from operations will be insufficient to make required
payments of principal and interest, the risk that existing indebtedness,
including secured indebtedness, may not be refinanced or that the terms of any
refinancing will not be as favorable as the terms of existing indebtedness. As
of June 30, 1997, 97% of the Company's Owned Properties were encumbered by debt,
and the Company (excluding ANHI) had outstanding $644.5 million of indebtedness,
$611.5 million of which was secured by Owned Properties and other assets,
including $70.9 million of outstanding borrowings under the Company's credit
facility (the "Credit Facility") with Bank of America National Trust and Savings
Association ("Bank of America") and $33.0 million of outstanding unsecured
borrowings ($25 million of which has been repaid). The Credit Facility restricts
AIMCO's ability to effect certain mergers, business consolidations and asset
sales, imposes minimum net worth requirements, and requires AIMCO to maintain a
ratio of debt to gross asset value of no more than 0.6 to 1, an interest
coverage ratio of at least 2.0 to 1 and a debt service coverage ratio of at
least 1.8 to 1. Additionally, the Credit Facility limits AIMCO from distributing
more than 80% of funds from operations to AIMCO stockholders. Failure by AIMCO
to make payments exceeding $2.0 million under any other debt agreement (except
intracompany agreements), failure to perform or observe covenants or conditions
under an intracompany subordination agreement entered into in connection with
the Credit Facility and events of default resulting in acceleration under
AIMCO's other credit agreements, among other events, are considered defaults
under the Credit Facility. None of AIMCO's debt is subject to
cross-collateralization provisions. AIMCO's Amended and Restated Articles of
Incorporation (the "AIMCO Charter") does not limit the amount of indebtedness
which may be incurred by AIMCO and its subsidiaries. At June 30, 1997, ANHI had
outstanding indebtedness totaling $214.7 million, consisting of $72.6 million of
indebtedness outstanding under ANHI's credit facility (the "ANHI Credit
Facility") with Bank of America and Smith Barney Mortgage Capital Group, Inc.
(which has been repaid), $71.1 million of unsecured indebtedness (including
$65.0 million outstanding under NHP's credit facility) and $71.0 million of
indebtedness secured by real estate wholly owned by NHP. If the Company does not
have sufficient funds to repay its indebtedness at maturity, it may be necessary
to refinance such indebtedness through additional debt financing, private or
public offerings of debt securities or additional equity offerings. If, at the
time of any such refinancing, prevailing interest rates or other factors result
in higher interest rates on refinancings, increases in interest expense could
adversely affect cash flow. If the Company is unable to refinance its
indebtedness on acceptable terms, it might be forced to dispose of properties or
other assets on disadvantageous terms, potentially resulting in losses and
adverse effects on cash flow from operating activities. If the Company is unable
to make required payments of principal and interest on indebtedness secured by
Owned Properties, such properties could be foreclosed upon by the lender with a
consequent loss of income and asset value to the Company. In addition, if the
NHP Merger is not completed, requirements
7
<PAGE>
of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to
AIMCO's continued qualification as a REIT may limit AIMCO's flexibility in
refinancing certain indebtedness.
RISK OF RISING INTEREST RATES.
Certain of the Company's borrowings, including the Credit Facility, bear
interest at a variable rate. In addition, as of June 30, 1997, the Company
(excluding NHP) had approximately $122.9 million of other indebtedness that
bears interest at a variable rate. As of June 30, 1997, approximately 81% of the
Company's total indebtedness (excluding NHP) was subject to fixed interest rates
and 19% was subject to variable interest rates. Although, as described below,
the Company has certain hedging arrangements in place, increases in interest
rates could increase the Company's interest expense and adversely affect cash
flow. As of June 30, 1997, NHP had approximately $65.0 million of variable rate
indebtedness, representing 45.7% of NHP's outstanding indebtedness. No hedging
arrangements are in place with respect to NHP's variable rate indebtedness,
although NHP has purchased a nominal interest rate cap agreement protecting it
from interest rate fluctuations above 13.25%. Increases in interest rates would
increase NHP's interest expense and adversely affect NHP's cash flow.
RISKS RELATED TO INTEREST RATE HEDGING ARRANGEMENTS.
From time to time, the Company enters into interest rate swaps and other
agreements as a hedge against increases in short term interest rates. Although
these agreements, which effectively fix the interest rate on a portion of the
Company's indebtedness that is subject to a variable rate, provide the Company
with some protection against rising interest rates, these agreements also reduce
the benefits to the Company when interest rates decline. In March 1997, the
Company entered into an interest rate agreement (the "Agreement") with a major
investment banking company in anticipation of refinancing certain indebtedness.
The Agreement, which was extended to mature on December 3, 1997, has a notional
principal amount of $100 million and fixes the interest rate of the anticipated
refinancing at 7.019%. Based on the fair value of the Agreement at September 24,
1997, the Company has an unrealized loss of approximately $7.6 million, which is
expected to be amortized and will result in an effective interest rate of 7.019%
over the life of the refinanced debt. In addition, in September 1997, the
Company entered into a second interest rate agreement (the "September
Agreement") having a notional amount of $75 million, in anticipation of
refinancing certain indebtedness. The September Agreement matures on December 4,
1997, and fixes the interest rate of the anticipated refinancing at 6.179%.
Interest rate swap agreements and other interest rate hedging arrangements,
including the Swap, may expose the Company to certain risks. Interest rate
movements during the term of interest rate swaps or other hedging arrangements
may result in a gain or loss on the Company's investment in the swap or other
hedging arrangement. In addition, if a hedging arrangement is not indexed to the
same rate as the indebtedness that is hedged, the Company may be exposed to
losses to the extent that the rate governing the indebtedness and the rate
governing the hedging arrangement change independently of each other. Finally,
nonperformance by the other party to the hedging arrangement may result in
credit risks to the Company. In order to minimize counterparty credit risk, the
Company's policy is to enter into hedging arrangements only with large financial
institutions that maintain an investment grade credit rating.
RISKS RELATED TO INVESTMENT IN AND MANAGEMENT OF REAL ESTATE.
GENERAL. Real property investments are subject to varying degrees of risk.
The yields available from equity investments in real estate depend on the amount
of income generated and expenses incurred. The Company's income from its Owned
Properties and Equity Properties may be adversely affected by the general
economic climate, local conditions such as oversupply of apartments or a
reduction in demand for apartments in the area, the attractiveness of the
properties to tenants, competition from other available apartments, the ability
of the Company to provide adequate maintenance and insurance, and increases in
operating costs (including real estate taxes). The Company's income from its
Owned Properties and Equity Properties would also be adversely affected if a
significant number of tenants were unable to meet their rent payment obligations
when due or if
8
<PAGE>
apartments could not be rented on favorable terms. Certain significant
expenditures associated with real property investments (such as debt service,
real estate taxes and maintenance costs) generally are not reduced when
circumstances cause a reduction in income from the investments. In addition,
income from properties and real estate values are also affected by such factors
as applicable laws, including tax laws, interest rate levels and the
availability of financing. If the Company's Owned Properties and Equity
Properties do not generate income sufficient to meet operating expenses,
including debt service and capital expenditures, the Company's income, and
AIMCO's ability to make distributions to holders of Class A Common Stock, will
be adversely affected. Many of the factors that could adversely affect the
Company's income from its Owned Properties and Equity Properties could also
adversely affect the Company's income from its Managed Properties by reducing
gross receipts for such properties.
ILLIQUIDITY OF REAL ESTATE. Investments in real estate or partnerships
which own real estate may be illiquid. As a result, the Company may be unable to
vary its portfolio promptly in response to changes in economic or other
conditions. In addition, the Code limits the ability of AIMCO, as a REIT, to
sell properties held for fewer than four years.
OPERATING RISKS. The AIMCO Properties are subject to operating risks common
to multifamily apartment properties in general. These risks may adversely affect
the Company's cash flow from operations. For example, increases in unemployment
in the areas in which the AIMCO Properties are located may adversely affect
multifamily apartment occupancy or rental rates and it may not be possible to
offset increases in operating costs due to inflation and other factors by
increased rents. Local rental market characteristics also limit the extent to
which rents may be increased without decreasing occupancy rates.
COMPETITION. There are numerous housing alternatives that compete with the
AIMCO Properties in attracting residents. Such properties compete directly with
other multifamily rental apartments and single family homes that are available
for rent in the markets in which such properties are located. Such properties
also compete for residents with new and existing homes and condominiums. The
ability of the Company to lease apartment units and the level of rents charged
is determined in large part by the number of competitive properties in the local
market. Numerous real estate companies compete with the Company in each of its
market areas in acquiring, developing and managing multifamily apartment
properties and seeking tenants to occupy their properties and the Company's
market share is small in each of its market areas. In addition, numerous
property management companies compete with the Company in the markets where the
Managed Properties are located.
CHANGE IN LAWS. Changes in laws increasing the potential liability for
environmental conditions existing on properties or increasing the restrictions
on discharges or other conditions, as well as changes in laws affecting
development, construction and safety requirements, may result in significant
unanticipated expenditures, which would adversely affect the Company's cash flow
from operating activities. In addition, future enactment of rent control or rent
stabilization laws or other laws regulating multifamily housing may reduce, or
limit the ability of the Company to increase, rental revenue or increase
operating costs in particular markets.
POSSIBLE ENVIRONMENTAL LIABILITIES. Under Federal, state and local
environmental laws and regulations, a current or previous owner or operator of
real property may be required to investigate and clean up a release of hazardous
substances at such property, and may, under such laws and common law, be held
liable for property damage and other costs incurred by third parties in
connection with such releases. The liability under certain of these laws has
been interpreted to be joint and several unless the harm is divisible or there
is a reasonable basis for allocation of responsibility. The failure to remediate
the property properly may also adversely affect the owner's ability to sell or
rent the property or to borrow using the property as collateral. In connection
with its ownership, operation or management of the AIMCO Properties, the Company
could be potentially liable for environmental liabilities or costs associated
with its properties or properties it may in the future acquire or manage.
9
<PAGE>
Certain Federal, state and local laws and regulations govern the removal,
encapsulation or disturbance of asbestos-containing materials ("ACMs") when
those materials are in poor condition or in the event of building remodeling,
renovation or demolition, impose certain worker protection and notification
requirements and govern emissions of and exposure to asbestos fibers in the air.
These laws also impose liability for a release of ACMs and may enable third
parties to seek recovery from owners or operators of real properties for
personal injury associated with ACMs. In connection with the ownership,
operation or management of properties, the Company could be potentially liable
for those costs. There are ACMs at certain of the Owned Properties, and there
may be ACMs at certain of the other AIMCO Properties. AIMCO has developed and
implemented operations and maintenance programs, as appropriate, that establish
operating procedures with respect to the ACMs at most of the Owned Properties,
and intends to develop and implement, as appropriate, such programs at AIMCO
Properties that do not have such programs.
Certain of the Owned Properties are, and some of the other AIMCO Properties
may be, located on or near properties that contain or have contained underground
storage tanks or on which activities have occurred which could have released
hazardous substances into the soil or groundwater. There can be no assurances
that such hazardous substances have not been released or have not migrated, or
in the future will not be released or will not migrate onto the AIMCO
Properties. Such hazardous substances have been released at certain Owned
Properties and, in at least one case, have migrated from an off-site location
onto the Company's property. In addition, the Company's Montecito property in
Austin, Texas, is located adjacent to, and may be partially on, land that was
used as a landfill. Low levels of methane and other landfill gas have been
detected at Montecito. The City of Austin (the "City"), the former landfill
operator, has assumed responsibility for conducting all investigation and
remedial activities to date associated with the methane and other landfill gas.
The remediation of the landfill gas is now substantially complete, and the Texas
Natural Resources Conservation Commission has preliminarily approved the methane
gas remediation efforts. Final approval of the site and the remediation process
is contingent upon the results of continued methane gas monitors to confirm the
effectiveness of the remediation efforts. Should further actionable levels of
methane gas be detected, a proposed contingency plan of passive methane gas
venting may be implemented by the City. The City has also conducted testing on
the Company's Montecito property to determine whether, and to what extent,
groundwater has been impacted. Based on test reports received to date by the
Company, the groundwater does not appear to be contaminated at actionable
levels. The Company has not incurred and does not expect to incur liability for
the landfill investigation and remediation; however, AIMCO will install sixteen
monitors under the building slabs, in connection with raising four of its
buildings in order to install stabilizing piers thereunder, at an estimated
total cost of approximately $400,000 and relocate some of its tenants. The City
will be responsible for monitoring the conditions at the Montecito property.
All of the Owned Properties were subject to Phase I or similar environmental
audits by independent environmental consultants. The audits did not reveal, nor
is AIMCO aware of, any environmental liability relating to such properties that
AIMCO believes would have material adverse effect on the Company's business,
assets or results of operations. However, such audits involve a number of
judgments and it is possible that such audits did not reveal all environmental
liabilities or that there are material environmental liabilities of which AIMCO
is unaware.
RESTRICTIONS IMPOSED BY LAWS BENEFITING DISABLED PERSONS. Under the
Americans with Disabilities Act of 1990 (the "ADA"), all places of public
accommodation are required to meet certain Federal requirements related to
access and use by disabled persons. These requirements became effective in 1992.
A number of additional Federal, state and local laws exist which also may
require modifications to the Owned Properties, or restrict certain further
renovations thereof, with respect to access thereto by disabled persons. For
example, the Fair Housing Amendments Act of 1988 (the "FHAA") requires apartment
properties first occupied after March 13, 1990 to be accessible to the
handicapped. Noncompliance with the ADA or the FHAA could result in the
imposition of fines or an award of damages to private litigants and also could
result in an order to correct any non-complying feature, which could result in
substantial capital expenditures. Although management of AIMCO believes that the
Owned Properties are substantially in compliance with present requirements, if
the
10
<PAGE>
Owned Properties are not in compliance, the Company is likely to incur
additional costs to comply with the ADA and FHAA.
RISK OF LOSS OF REVENUE DUE TO TERMINATION OR OTHER LOSS OF PROPERTY
MANAGEMENT AGREEMENTS. The Company is dependent upon revenue received for
services performed under property management agreements relating to properties
owned by third parties. For the year ended December 31, 1996, AIMCO and NHP
derived approximately 7.1% and 26.8%, respectively, of their gross revenues from
management of properties owned by third parties, excluding, in the case of NHP,
reimbursements from property owners for on-site personnel and general and
administrative costs. Risks associated with the management of properties owned
by third parties include risks that management contracts will be terminated by
the property owner or will be lost in connection with a sale of the property,
contracts may not be renewed upon expiration or may not be renewed on terms
consistent with current terms, and rental revenues upon which management fees
are based will decline as a result of general real estate market conditions or
other factors and result in decreases in management fees. If significant numbers
of contracts are terminated or are not renewed, net income from fee management
operations could be adversely affected. Contracts with unaffiliated third
parties are for terms ranging from 30 days to 5 years, with most contracts being
terminable within one year or less. In general, management contracts may be
terminated or otherwise lost as a result a number of factors, many of which are
beyond the control of the Company, including: (i) disposition of the property by
the owner in the ordinary course or as a result of financial distress of the
property owner; (ii) the property owner's determination that the Company's
management of the property is unsatisfactory; (iii) willful misconduct, gross
negligence or other conduct by the manager that constitutes grounds for
termination under such contracts; and (iv) with respect to certain affordable
properties, termination of such contracts by the United States Department of
Housing and Urban Development ("HUD") or state housing finance agencies,
generally at their discretion.
RISKS RELATING TO REGULATION OF AFFORDABLE HOUSING. As of July 31, 1997,
the AIMCO Properties included 60,312 affordable units in 473 properties. A
substantial portion of the affordable properties, and some conventional
properties in which the NHP Real Estate Companies own interests, were built or
acquired by the owners with the assistance of programs administered by HUD that
provide mortgage insurance, favorable financing terms, or rental assistance
payments to the owners. As a condition to the receipt of assistance under these
and other HUD programs, the properties must comply with various HUD
requirements, which typically include limits on rents to amounts approved by
HUD. HUD approval is required before the Company may be appointed as manager of
additional HUD-assisted properties. There can be no assurance that HUD approval
will be received with respect to any particular action for which it is required.
In addition, under its regulations, HUD has the authority to suspend or deny
participation in HUD programs within a geographic region or nationwide where a
manager has committed criminal acts or evidenced a pattern of consistently
violating its contractual and regulatory responsibilities to HUD. HUD has
recently increased its enforcement activity and, in connection with this
increase in activity, HUD has issued limited denials of participation to NHP as
a result of physical inspections and mortgage defaults at four properties owned
by NHP (of which two are managed by NHP). The limited denials of participation,
unless lifted, suspend the Company's ability to manage or acquire additional
HUD-assisted properties in Florida (until April 4, 1998), western Missouri and
Kansas (until June 5, 1998) and eastern Missouri (until June 24, 1998). The
Company is in the process of requesting that HUD lift the denials of
participation, but HUD has so far refused to do so, and the Company cannot
determine whether HUD will reverse that decision with respect to any of the
affected regions. If HUD were to disapprove the Company as property manager for
one or more affordable properties, the Company's ability to obtain property
management revenues from new affordable properties would be impaired. In
addition to the effects of HUD regulation on the Company as a manager of
affordable properties, the business of the Company may be indirectly affected by
regulations generally applicable to the entities owning affordable properties.
In particular, HUD limits the rents that may be charged on certain HUD-assisted
properties to approved amounts. If permitted rents on a property are
insufficient to cover costs, a sale of the property may become necessary, which
would result in a loss of management fee revenue. As of July 31, 1997, and in
addition to the 425 HUD-assisted properties, the Company managed 48 properties
that receive assistance from agencies other than HUD or are subject to
regulation by agencies other than HUD.
11
<PAGE>
RISKS RELATING TO UNCERTAINTY REGARDING STATUS OF FEDERAL SUBSIDIES. The
Company manages approximately 43,800 units (including approximately 32,800 units
included in the NHP Properties) that are subsidized under Section 8 of the
United States Housing Act of 1937, as amended ("Section 8"). These subsidies are
generally provided pursuant to project-based contracts with the owners of the
properties or, with respect to a limited number of units managed by the Company,
pursuant to vouchers received by tenants. For the past several years, various
proposals have been advanced by HUD, Congress and others proposing the
restructuring of Section 8. Four such proposals are now pending before Congress.
These proposals generally seek to lower subsidized rents to market levels,
thereby reducing rent subsidies, and to lower required debt service costs as
needed to ensure financial viability at the reduced rents and rent subsidies,
but vary greatly as to how that result is to be achieved. Some proposals include
a phase-out of project-based subsidies on a property-by-property basis upon
expiration of a property's Housing Assistance Payments Contract ("HAP
Contract"), with a conversion to a tenant-based subsidy. Under a tenant-based
system, rent vouchers would be issued to qualified tenants who then could elect
to reside at a property of their choice, provided the tenant has the financial
ability to pay the difference between the selected property's monthly rent and
the value of the voucher, which would be established based on HUD's regulated
fair market rent for that geographic area. Congress has not yet accepted any of
these restructuring proposals. With respect to HAP Contracts expiring on or
before September 30, 1997, Congress has elected to renew expiring HAP Contracts
for one year terms, generally at existing rents. Congress is now considering
what action to take with respect to HAP Contracts expiring October 1, 1997
through September 30, 1998. There can be no assurance that the proposed changes
would not significantly affect the Company's management portfolio and the NHP
Properties. Furthermore, there can be no assurance that changes in Federal
subsidies will not be more restrictive than those currently proposed or that
other changes in policy will not occur. Any such changes could have a material
adverse effect on the Company's property management revenues and the NHP
Properties.
RISKS OF ACQUISITION AND DEVELOPMENT ACTIVITIES.
The Company has engaged in, and intends to continue to engage in, the
selective acquisition, development and expansion of multifamily apartment
properties. In the ordinary course of business, the Company engages in
discussions and negotiations regarding the acquisition of apartment properties
or interests in apartment properties. The Company frequently enters into
contracts and nonbinding letters of intent with respect to the purchase of
properties. These contracts are typically subject to certain conditions and
permit the Company to terminate the contract in its sole and absolute discretion
if it is not satisfied with the results of its due diligence investigation of
the properties. The Company believes that such contracts essentially result in
the creation of an option on the subject properties and give the Company greater
flexibility in seeking to acquire properties. No assurance can be given that any
of these possible acquisitions will be completed or, if completed, that they
will be accretive on a per share basis. In addition to general investment risks
associated with any new investment, acquisitions entail risks that such
investments will fail to perform in accordance with expectations, including
projected occupancy and rental rates, management fees and the costs of property
improvements. Risks associated with redevelopment and expansion of properties
include the risks that development opportunities may be abandoned; that
construction costs of a property may exceed original estimates, possibly making
the property uneconomical; that occupancy rates and rents at a newly completed
property may not be sufficient to make the property profitable; that
construction and permanent financing may not be available on favorable terms;
and that construction and lease-up may not be completed on schedule, resulting
in increased debt service expense and construction costs. Development activities
are also subject to risks relating to any inability to obtain, or delays in
obtaining, necessary zoning, land-use, building, occupancy, and other
governmental permits and authorizations. See also "--Risks Associated with the
NHP Acquisition." The Company also has engaged in, and intends to continue to
engage in the selective acquisition of, or investment in, companies that own or
manage multifamily apartment properties or own general or limited partnership or
other interests therein. Risks associated with the Company's past and future
acquisitions of general partnership interests include the risks that the general
partner will be liable for breaches of fiduciary duty to the limited partners of
such partnership and that the assets of the general partner may be subject to
claims by creditors of the partnership if the partnership becomes insolvent. See
also "--Risks Relating to English Litigation."
12
<PAGE>
RISKS RELATING TO ENGLISH LITIGATION.
In November 1996, the Company acquired (the "English Acquisition") certain
partnership interests, real estate and related assets owned by J.W. English, a
Houston, Texas-based real estate syndicator and developer, and certain
affiliated entities (collectively, the "J.W. English Companies"). In the English
Acquisition, the Company purchased of all of the general and limited partnership
interests in 22 limited partnerships which act as the general partner to 31
limited partnerships (the "English Partnerships") that own 22 multifamily
apartment properties and other assets and interests related to the J.W. English
Companies, and assumed management of the properties owned by the English
Partnerships. The Company made separate tender offers (the "English Tender
Offers") to the limited partners of 25 of the English Partnerships (the "Tender
Offer English Partnerships").
In November 1996, purported limited partners of certain of the Tender Offer
English Partnerships filed a purported class action lawsuit against the Company
and J.W. English in the U.S. District Court for the Northern District of
California (the "Federal Action"), alleging, among other things, that the
Company conspired with J.W. English to breach his fiduciary duty to the
plaintiffs, and that the offering materials used by the Company in connection
with the English Tender Offers contained misleading statements or omissions. The
plaintiffs in the Federal Action have filed a motion to voluntarily dismiss the
Federal Action, without prejudice, in favor of another purported class action.
In May 1997, limited partners of certain of the Tender Offer English
Partnerships and six additional English Partnerships filed two complaints in
Superior Court of the State of California (the "California Actions") against the
Company and the J.W. English Companies, alleging, among other things, that the
consideration the Company offered in the English Tender Offers was inadequate
and designed to benefit the J.W. English Companies at the expense of the limited
partners, that certain misrepresentations and omissions were made in connection
with the English Tender Offers, that the Company receives excessive fees in
connection with its management of the properties owned by the English
Partnerships, that the Company continues to refuse to liquidate the English
Partnerships and that the English Acquisition violated the partnership
agreements governing the English Partnerships and constituted a breach of
fiduciary duty.
In addition to unspecified compensation and exemplary damages, the
complaints in the California Actions seek an accounting, a constructive trust on
the assets and monies acquired by the English defendants in connection with the
English Acquisition, a court order removing the Company from management of the
English Partnerships and/or ordering disposition of the properties and attorneys
fees, expert fees and other costs. The Company intends to vigorously defend
itself in connection with these actions. The Company believes it is entitled to
indemnity from the J.W. English Companies, subject to certain exceptions.
Failure by the Company to prevail in the California Actions or to receive
indemnification could have a material adverse effect on the Company's results of
operations. On August 4, 1997, the Company filed demurrers to both complaints in
the California Actions. Hearing on the demurrers is scheduled for October 17,
1997.
DEPENDENCE ON CERTAIN EXECUTIVE OFFICERS.
Although each of Terry Considine, Peter K. Kompaniez and Steven D. Ira,
officers and/or directors of the Company, has entered into an employment
agreement with the Company, the loss of any of their services could have an
adverse effect on the operations of the Company.
POSSIBLE CONFLICT OF INTERESTS; TRANSACTIONS WITH AFFILIATES.
The Company presently manages the Managed Properties through the Management
Subsidiaries and NHP. In order to satisfy certain REIT requirements, the
ownership of PAMS Inc. consists of the Operating Partnership holding non-voting
preferred stock that represents a 95% economic interest, and certain officers
and/or directors of the Company holding, directly or indirectly, all of the
voting common stock, representing a 5% economic interest. In addition, PAMS LP
provides property management services with respect to certain Managed Properties
in which certain officers and/or directors of the Company have separate
ownership interests. The fees for these services have been negotiated on an
individual basis and typically range from 3% to 6% of gross receipts for the
particular property. Although these arrangements were not negotiated on an
13
<PAGE>
arm's-length basis, AIMCO believes, based on comparisons to the fees charged by
other real estate companies and by PAMS LP with respect to unaffiliated Managed
Properties in comparable locations, that the terms of such arrangements are fair
to the Company.
In order to satisfy certain requirements of the Code with respect to AIMCO's
continued qualification as a REIT, ANHI, which is the holder of 779,073 shares
of NHP Common Stock, representing approximately 6.0% of the shares outstanding
as of August 31, 1997, has an ownership structure that is similar to that of
PAMS Inc. described above. Upon completion of the NHP Real Estate
Reorganization, the vast majority of the assets of the NHP Real Estate Companies
will be owned by the Unconsolidated Partnership, in which certain officers
and/or directors of AIMCO will have controlling ownership interests. Upon
consummation of the NHP Merger and the NHP Reorganization, the operations of NHP
will be conducted by ANHI and/or other Unconsolidated Subsidiaries, in which
certain officers and/or directors of AIMCO will have controlling ownership
interests. As a result of the ownership interest held by certain officers and/or
directors of AIMCO in PAMS Inc., the Unconsolidated Partnership, ANHI and the
other Unconsolidated Subsidiaries, certain conflicts of interest may arise with
respect to such persons in transactions involving such entities or the assets
held by such entities. For example, in order to acquire an interest in such
entities, such persons are required to contribute assets to such entities in
exchange therefor. Although AIMCO believes that such contributions, and any
additional contributions that have been made to maintain a particular percentage
interest, have been made on terms that were fair to AIMCO and such entities,
such transactions were not made at arms'-length, AIMCO in some instances did not
obtain independent valuations of such entities and there can be no assurance
that contributions by such individuals to such entities were made in amounts
which reflected the market value of the associated economic interest. In
addition, because AIMCO does not have voting control over PAMS Inc., the
Unconsolidated Partnership, ANHI or the other Unconsolidated Subsidiaries, AIMCO
may not be able to cause such entities to take actions that would be in the
interest of AIMCO and its stockholders or prevent other actions that are not in
the interest of AIMCO and its stockholders.
ADVERSE CONSEQUENCES OF FAILURE TO QUALIFY AS A REIT.
Qualification as a REIT involves the application of highly technical and
complex provisions of the Code, for which there are only limited judicial or
administrative interpretations, and the determination of various factual matters
and circumstances not entirely within AIMCO's control. For example, in order to
qualify as a REIT, at least 95% of AIMCO's gross income in any year must be
derived from qualifying sources and AIMCO must make distributions to
stockholders aggregating annually at least 95% of its REIT taxable income
(excluding net capital gains). Although AIMCO believes that it has operated
since July 29, 1994, the date of its initial public offering, in a manner so as
to qualify as a REIT, no assurance can be given that AIMCO is or will remain so
qualified. See "Federal Income Tax Considerations." Although AIMCO is not aware
of any pending tax legislation that would adversely affect AIMCO's ability to
operate as a REIT, no assurance can be given that new legislation, regulations,
administrative interpretations or court decisions will not change the tax laws
with respect to qualification as a REIT or the Federal income tax consequences
of such qualification.
In September 1997, AIMCO received an opinion of Skadden, Arps, Slate,
Meagher & Flom LLP, tax counsel to AIMCO, concerning the qualification of AIMCO
as a REIT. In rendering this opinion, Skadden, Arps, Slate, Meagher & Flom LLP
relied on certain assumptions and representations by AIMCO (including the value
of the Management Subsidiaries, ANHI and the other Unconsolidated Subsidiaries,
and of the Operating Partnership's ownership interests therein and other items
regarding AIMCO's ability to meet the various requirements for qualification as
a REIT) and on opinions of local counsel with respect to matters of local law.
The opinion is expressed based upon facts, representations and assumptions as of
its date, and Skadden, Arps, Slate, Meagher & Flom LLP has no obligation to
advise the holders of Class A Common Stock of any subsequent change in the
matters stated, represented or assumed or any subsequent change in applicable
law. No assurance can be given that AIMCO will meet these requirements in the
future, and a legal opinion is not binding on the Internal Revenue Service (the
"IRS").
14
<PAGE>
AIMCO believes that the partnerships and limited liability companies in
which the Company has ownership interests (the "Subsidiary Partnerships") are
properly treated as partnerships for Federal income tax purposes. If the IRS
were to challenge successfully the tax status of any of the Subsidiary
Partnerships as partnerships for Federal income tax purposes, such Subsidiary
Partnerships would be treated as associations taxable as corporations. As a
consequence, the character of AIMCO's assets and items of gross income would
change and thereby preclude AIMCO from qualifying as a REIT. In addition, the
imposition of a corporate tax on the Subsidiary Partnerships would reduce the
amounts that the Subsidiary Partnerships could distribute to the Operating
Partnership and AIMCO, and that AIMCO could then distribute to the holders of
Class A Common Stock. See "Federal Income Tax Considerations."
If, in any taxable year, AIMCO fails to qualify as a REIT, AIMCO would not
be allowed a deduction for dividends to stockholders in computing taxable income
and would be subject to Federal income tax on its taxable income at corporate
rates. As a result of the additional tax liability, the Company might need to
borrow funds or liquidate certain investments on terms that may be
disadvantageous to the Company in order to pay the applicable tax and AIMCO
would not be compelled to make distributions under the Code. Unless entitled to
relief under certain statutory provisions, AIMCO would also be disqualified from
treatment as a REIT for the four taxable years following the year during which
qualification is lost. Although AIMCO currently intends to operate in a manner
designed to qualify as a REIT, it is possible that future economic, market,
legal, tax or other considerations may cause AIMCO to fail to qualify as a REIT
or may cause the Board of Directors of AIMCO to revoke the REIT election. See
"--Significant Indebtedness; Refinancing Risks", "--Risks Related to Investment
in and Management of Real Estate" and "Federal Income Tax Considerations."
Certain requirements for REIT qualification may in the future limit AIMCO's
ability to conduct or increase the property management and asset management
operations of the Management Subsidiaries, ANHI and NHP following the NHP Merger
without jeopardizing AIMCO's qualification as a REIT. See "Federal Income Tax
Considerations."
In addition, if AIMCO fails to qualify as a REIT, the agreement pursuant to
which AIMCO issued its Class B Cumulative Preferred Stock, par value $.01 per
share (the "Class B Preferred Stock"), provides that the original purchaser may
require AIMCO to repurchase such investor's Class B Preferred Stock, in whole or
in part, at a price of $105 per share, plus accrued and unpaid dividends to the
date of repurchase. Such investor acquired and currently owns 750,000 shares of
Class B Preferred Stock.
OWNERSHIP LIMIT
In order for AIMCO to maintain its qualification as a REIT, not more than
50% of the value of its outstanding stock may be owned, directly or
constructively, by five or fewer individuals or entities (as set forth in the
Code). The AIMCO Charter prohibits direct or constructive ownership of shares of
Class A Common Stock representing more than 8.7% (or 15% in the case of certain
pension trusts, registered investment companies and Mr. Considine) of the
combined total of outstanding shares of AIMCO's Class A Common Stock or Class B
Common Stock by any person (the "Ownership Limit"). The constructive ownership
rules are complex and may cause shares of AIMCO's Class A Common Stock and Class
B Common Stock owned directly or constructively by a group of related
individuals or entities to be constructively owned by one individual or entity.
AIMCO's Board of Directors may permit ownership of up to 9.8% of the combined
total of outstanding shares of AIMCO's Class A Common Stock and Class B Common
Stock by a particular stockholder if it is satisfied, based upon the advice of
tax counsel or other evidence or undertaking acceptable to it, that ownership in
excess of the limit will not jeopardize AIMCO's status as a REIT. A transfer of
shares to a person who, as a result of the transfer, violates the Ownership
Limit may be void under some circumstances or may be transferred to a trust, for
the benefit of one or more qualified charitable organizations designated by
AIMCO, with the intended transferee having only a right to share (to the extent
of the transferee's original purchase price for such shares) in proceeds from
the trust's sale of such shares.
15
<PAGE>
SHARES AVAILABLE FOR FUTURE SALE.
As of August 31, 1997, there are outstanding options and warrants to
purchase Class A Common Stock, and shares of Class B Preferred Stock convertible
into Class A Common Stock, that, if exercised or converted, would result in the
issuance of approximately 3.7 million shares of Class A Common Stock. In
addition, as of August 31, 1997, there were outstanding approximately 3.3
million Partnership Common Units of the Operating Partnership which, upon tender
for redemption by the holders, may be acquired by AIMCO in exchange for an equal
number of shares of Class A Common Stock. Consummation of the NHP Merger will
increase the amount of outstanding shares of Class A Common Stock by between
approximately 2.2 million shares and 4.5 million shares (excluding any shares
issued to ANHI), depending upon the type of consideration elected by NHP
stockholders in the NHP Merger, and will increase the number of shares of Class
A Common Stock issuable upon exercise of options by approximately 0.7 million
shares. All of the shares of Class A Common Stock issued to NHP stockholders as
consideration in the NHP Merger will be immediately available for sale in the
public markets, and the other shares of Class A Common Stock described above
will be available for sale in the public markets from time to time pursuant to
exemptions from registration or upon registration. In addition, since receipt of
consideration in the NHP Merger may cause NHP stockholders to recognize capital
gain or loss, NHP stockholders (particularly those stockholders who elect to
receive entirely Class A Common Stock as consideration in the NHP Merger) may
sell their shares of Class A Common Stock to pay any taxes due upon receipt of
the consideration in the NHP Merger. Sales of substantial amounts of shares of
Class A Common Stock, or the perception that such sales could occur, could
adversely affect the prevailing market price for shares of Class A Common Stock.
No prediction can be made, however, as to the effect, if any, of future sales of
such shares, or the availability of such shares for future sale, on the market
price of Class A Common Stock prevailing from time to time.
16
<PAGE>
USE OF PROCEEDS
The Selling Stockholders will receive all of the net proceeds from the sale
of shares of Class A Common Stock offered hereby. The Company will not receive
any proceeds from the sale of such shares.
SELLING STOCKHOLDERS
This Prospectus relates to periodic offers and sales of up to 723,273 shares
of Class A Common Stock by the selling stockholders named below (collectively,
"the Selling Stockholders"). The shares of Class A Common Stock that may be
offered and sold by the Selling Stockholders include shares that may be issued
in exchange for Partnership Common Units ("OP Units") of the Operating
Partnership. The holders of OP Units have the right, subject to the terms of the
agreement of limited partnership of the Operating Partnership (the "Limited
Partnership Agreement"), to redeem some or all of their OP Units for cash,
subject to AIMCO's right to acquire any OP Units tendered for redemption in
exchange for shares of AIMCO's Class A Common Stock at an exchange ratio of one
share of Class A Common Stock for each OP Unit (subject to certain specified
adjustments). Pursuant to certain Registration Rights Agreements, AIMCO is
obligated to register under the Securities Act the resale of shares of Class A
Common Stock that may be issued to the Selling Stockholders in exchange for OP
Units. As of the date of this Prospectus, 723,273 OP Units are held by the
Selling Stockholders named below, all of which OP Units may be acquired from
time to time by AIMCO in exchange for 723,273 shares of Class A Common Stock
(subject to adjustment). All of such shares of Class A Common Stock may be
offered pursuant to this Prospectus.
The following table sets forth certain information with respect to the
Selling Stockholders and their beneficial ownership of shares of Class A Common
Stock as of the date hereof. Except as indicated below, none of the Selling
Stockholders holds any position, office or has had any other material
relationship with the Company, or any of its predecessors or affiliates, during
the past three years.
<TABLE>
<CAPTION>
SHARES OWNED
PRIOR TO
SELLING STOCKHOLDER OFFERING (1)
- -------------------------------------------------------------------------- ------------------
<S> <C>
John W. English (2)....................................................... 13,532
J.W. English Real Estate Co. (2).......................................... 344,781
J.W. English Development Co. (2).......................................... 364,960
-------
TOTAL................................................................. 723,273
</TABLE>
- ---------
(1) Unless otherwise indicated, the number of shares owned prior to this
offering reflects the number of OP Units owned by the Selling Stockholder,
each of which may be acquired from time to time by AIMCO in exchange for one
share of Class A Common Stock (subject to adjustment) upon the tender of
such OP Unit for redemption pursuant to the Limited Partnership Agreement.
(2) The OP Units owned by such Selling Stockholder were acquired from the
Company in connection with the Company's acquisition of the J.W. English
Companies in November 1996.
Because the Selling Stockholders may sell some or all of the shares of Class
A Common Stock offered hereby, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of such shares,
no estimate can be given as to the number of shares of Class A Common Stock that
will be held by the Selling Stockholders upon termination of any offering made
hereby. If all of the shares offered hereby are sold, the Selling Stockholders
will not own any of the outstanding shares of Class A Common Stock.
17
<PAGE>
PLAN OF DISTRIBUTION
This Prospectus relates to the offer and sale from time to time by the
Selling Stockholders of up to 723,273 shares of Class A Common Stock. The Class
A Common Stock may be sold from time to time by the Selling Stockholders. Such
sales may be made in underwritten offerings or in open market or block
transactions or otherwise on the NYSE, or such other national securities
exchange or automated interdealer quotation system on which shares of Class A
Common Stock are then listed, in the over-the-counter market, in private
transactions or otherwise at prices related to prevailing market prices at the
time of the sale or at negotiated prices. Some or all of the shares of Class A
Common Stock may be sold through brokers acting on behalf of the Selling
Stockholders or to dealers for resale by such dealers. In connection with such
sales, such brokers and dealers may receive compensation in the form of
discounts or commissions from the Selling Stockholders and may receive
commissions from the purchasers of such shares for whom they act as broker or
agent (which discounts and commissions are not anticipated to exceed those
customary in the types of transactions involved). If necessary, a supplemental
or amended Prospectus will describe the method of sale in greater detail. In
effecting sales, brokers or dealers engaged by the Selling Stockholders and/or
purchasers of the Class A Common Stock may arrange for other brokers or dealers
to participate. In addition, any of the Class A Common Stock covered by this
prospectus which qualifies for sale pursuant to Rule 144 under the Securities
Act may be sold under Rule 144 rather than pursuant to this Prospectus.
If shares of Class A Common Stock are sold in an underwritten offering, the
shares will be acquired by the underwriters for their own accounts and may be
resold from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or prices at the time of the sale
or at negotiated prices. Any initial public offering price and any discounts or
commissions allowed or reallowed or paid to dealers may be changed from time to
time. Underwriters may sell shares to or through brokers or dealers, and such
brokers and dealers may receive compensation in the form of discounts,
commissions or commissions from the underwriters and may receive commissions
from the purchasers of such shares for whom they act as broker or agent (which
discounts and commissions are not anticipated to exceed those customary in the
types of transactions involved).
The Company has agreed to pay all expenses in connection with the
registration of the Class A Common Stock being offered hereby. Selling
Stockholders are responsible for paying any other selling expenses, including
underwriting discounts and brokers' commissions, and expenses of Selling
Stockholders' counsel.
The Selling Stockholders and any underwriter, broker or dealer who acts in
connection with the sale of the Class A Common Stock hereunder may be deemed to
be "underwriters" within the meaning of Section 2(11) of the Securities Act, and
any compensation received by them and any profit on any resale of the Class A
Common Stock as principals may be deemed to be underwriting discounts and
commissions under the Securities Act.
In order to comply with the securities laws of certain jurisdictions, the
securities offered hereby will be offered or sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
jurisdictions the securities offered hereby may not be offered or sold unless
they have been registered or qualified for sale in such jurisdictions or an an
exemption from registration or qualification is available and is complied with.
Pursuant to registration rights agreements between AIMCO and the Selling
Stockholders, AIMCO has agreed to indemnify the Selling Stockholders, each of
their respective officers and directors and any person who controls such Selling
Stockholders, against certain liabilities and expenses arising out of or based
upon the information set forth or incorporated by reference in this Prospectus,
and the Registration Statement of which this Prospectus is a part, including
liabilities under the Securities Act.
18
<PAGE>
FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of Federal income tax considerations regarding an
investment in Class A Common Stock. This discussion is based upon the Code, the
regulations promulgated by the U.S. Treasury Department thereunder (the
"Treasury Regulations"), rulings issued by the IRS, and judicial decisions, all
in effect as of the date of this Prospectus and which are subject to change,
possibly retroactively. This discussion is for general information only and is
not tax advice. This discussion does not purport to discuss all aspects of
Federal income taxation which may be important to a particular investor in light
of his individual investment or tax circumstances, or to certain types of
investors subject to special tax rules (including insurance companies, financial
institutions or broker-dealers, foreign investors and, except to the extent
discussed below, tax-exempt organizations). No advance ruling has been or will
be sought from the IRS regarding any matter discussed herein.
The Taxpayer Relief Act of 1997 enacted on August 5, 1997 (the "Act"), made
various changes to the Code, including to the provisions that govern the Federal
income tax treatment of a REIT. These changes to the REIT provisions are
generally effective for taxable years beginning after the date of the enactment
of the Act. For most REITs, including AIMCO, these changes to the REIT
provisions are therefore not effective until taxable years beginning on January
1, 1998. Accordingly, the discussion of the Federal income tax treatment of a
REIT below does not reflect the changes made by the Act to the REIT provisions
of the Code. For a summary of such changes, see "--REIT Provisions of the
Taxpayer Relief Act of 1997" below.
EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT HIS OR HER OWN TAX ADVISOR
REGARDING THE SPECIFIC TAX CONSEQUENCES TO HIM OF THE ACQUISITION, OWNERSHIP AND
SALE OF CLASS A COMMON STOCK AND OF AIMCO'S ELECTION TO BE SUBJECT TO TAX, FOR
FEDERAL INCOME TAX PURPOSES, AS A "REAL ESTATE INVESTMENT TRUST."
TAXATION OF AIMCO
GENERAL. The REIT provisions of the Code are highly technical and complex.
The following sets forth the material aspects of the provisions of the Code that
govern the Federal income tax treatment of a REIT and its stockholders. This
summary is qualified in its entirety by the applicable Code provisions, rules
and regulations promulgated thereunder, and administrative and judicial
interpretations thereof, all of which are subject to change which may apply
retroactively.
AIMCO has elected to be taxed as a REIT under the Code commencing with its
taxable year ending December 31, 1994, and AIMCO intends to continue to operate
in such a manner. AIMCO believes that it was organized in conformity with the
requirements for qualification as a REIT, and that its method of operation since
formation and proposed method of future operation will enable it to meet the
requirements for qualification and taxation as a REIT under the Code. Such
qualification and taxation as a REIT depends upon AIMCO's ability to meet,
through actual annual operating results, distribution levels and diversity of
stock ownership, the various qualification tests imposed under the Code as
discussed below. Accordingly, no assurance can be given that the actual results
of AIMCO's operations for any one taxable year will satisfy such requirements.
See "--Failure to Qualify." No assurance can be given that the IRS will not
challenge AIMCO's eligibility for taxation as a REIT.
If AIMCO qualifies for taxation as a REIT, it generally will not be subject
to Federal corporate income tax on its net income that is currently distributed
to stockholders. This treatment substantially eliminates the "double taxation"
(at the corporate and stockholder levels) that generally results from investment
in a corporation. However, AIMCO will be subject to Federal income tax as
follows: First, AIMCO will be taxed at regular corporate rates on any
undistributed REIT taxable income, including undistributed net capital gains.
Second, under certain circumstances, AIMCO may be subject to the "alternative
minimum tax" on its items of tax preference. Third, if AIMCO has net income from
prohibited transactions (which are, in general, certain sales or other
dispositions of property held primarily for sale to customers in the ordinary
course of business other than foreclosure property), such income will be subject
to a 100% tax. Fourth, if AIMCO should fail to satisfy the 75% gross income test
or the 95% gross income test (as discussed below), but has nonetheless
maintained its qualification as a REIT because certain other requirements have
been met, it will be subject to a 100% tax on an
19
<PAGE>
amount equal to (a) the gross income attributable to the greater of the amount
by which AIMCO fails the 75% or 95% test multiplied by (b) a fraction intended
to reflect AIMCO's profitability. Fifth, if AIMCO should fail to distribute
during each calendar year at least the sum of (i) 85% of its REIT ordinary
income for such year, (ii) 95% of its REIT capital gain net income for such
year, and (iii) any undistributed taxable income from prior periods, AIMCO would
be subjected to a 4% excise tax on the excess of such required distribution over
the amounts actually distributed. Sixth, if during the ten-year period beginning
on the day on which an asset acquired by AIMCO from a subchapter C corporation
in a transaction in which the adjusted tax basis of the asset in the hands of
AIMCO is determined by reference to the adjusted basis of such asset in the
hands of the subchapter C corporation, AIMCO recognizes gain on the disposition
of such asset, under Treasury regulations not yet promulgated, AIMCO will be
required to recognize any net built-in gain that would have been realized if the
corporation had liquidated at the end of its last taxable year before it
qualifies as a REIT, or in the case of a transfer of assets to AIMCO by a
subchapter C corporation, on the last day before the date of the transfer.
Pursuant to IRS Notice 88-19, AIMCO may elect, in lieu of the treatment
described above, to be subject to tax at the highest regular corporate tax rate
on the excess, if any, of the fair market value over the adjusted basis of any
such asset as of the beginning of the ten-year period ("Built-in Gain"). AIMCO
intends to make such an election and, therefore, will be taxed at the highest
regular corporate rate on such Built-in Gain if and to the extent such assets
are sold within the specified ten-year period.
REQUIREMENTS FOR QUALIFICATION. The Code defines a REIT as a corporation,
trust or association (1) that is managed by one or more trustees or directors;
(2) the beneficial ownership of which is evidenced by transferable shares, or by
transferable certificates of beneficial interest; (3) which would be taxable as
a domestic corporation, but for the special Code provisions applicable to REITs;
(4) that is neither a financial institution nor an insurance company subject to
certain provisions of the Code; (5) the beneficial ownership of which is held by
100 or more persons; (6) in which, during the last half of each taxable year,
not more than 50% in value of the outstanding stock is owned, directly or
indirectly, by five or fewer individuals (as defined in the Code to include
certain entities); and (7) which meets certain other tests described below
(including with respect to the nature of its income and assets). The Code
provides that conditions (1) through (4) must be met during the entire taxable
year, and that condition (5) must be met during at least 335 days of a taxable
year of 12 months, or during a proportionate part of a taxable year of less than
12 months. The AIMCO Charter provides certain restrictions regarding transfers
of its shares, which provisions are intended to assist AIMCO in continuing to
satisfy the share ownership requirements described in conditions (5) and (6)
above.
To monitor AIMCO's compliance with the share ownership requirements, AIMCO
is required to maintain records regarding the actual ownership of its shares. To
do so, AIMCO must demand written statements each year from the record holders of
certain percentages of its stock in which the record holders are to disclose the
actual owners of the shares (i.e., the persons required to include in gross
income the REIT dividends). A list of those persons failing or refusing to
comply with this demand must be maintained as part of AIMCO's records. A
stockholder who fails or refuses to comply with the demand must submit a
statement with its tax return disclosing the actual ownership of the shares and
certain other information.
In addition, a corporation may not elect to become a REIT unless its taxable
year is the calendar year. AIMCO satisfies this requirement.
OWNERSHIP OF PARTNERSHIP INTERESTS. In the case of a REIT that is a partner
in a partnership, regulations provide that the REIT is deemed to own its
proportionate share of the partnership's assets and to earn its proportionate
share of the partnership's income. In addition, the assets and gross income of
the partnership retain the same character in the hands of the REIT for purposes
of the gross income and asset tests applicable to REITs as described below.
Thus, AIMCO's proportionate share of the assets, liabilities and items of income
of the Subsidiary Partnerships will be treated as assets, liabilities and items
of income of AIMCO for purposes of applying the REIT requirements described
herein. A summary of certain rules governing the Federal income taxation of
partnerships and their partners is provided below in "Tax Aspects of AIMCO's
Investments in Partnerships."
20
<PAGE>
INCOME TESTS. In order to maintain qualification as a REIT, AIMCO annually
must satisfy three gross income requirements. First, at least 75% of AIMCO's
gross income (excluding gross income from "prohibited transactions," i.e.,
certain sales of property held primarily for sale to customers in the ordinary
course of business) for each taxable year must be derived directly or indirectly
from investments relating to real property or mortgages on real property
(including "rents from real property" and, in certain circumstances, interest)
or from certain types of temporary investments. Second, at least 95% of AIMCO's
gross income (excluding gross income from prohibited transactions) for each
taxable year must be derived from such real property investments, and from other
dividends, interest and gain from the sale or disposition of stock or securities
(or from any combination of the foregoing). Third, short-term gain from the sale
or other disposition of stock or securities, gain from certain sales of property
held primarily for sale, and gain on the sale or other disposition of real
property held for less than four years (apart from involuntary conversions and
sales of foreclosure property) must, in the aggregate, represent less than 30%
of AIMCO's gross income for each taxable year.
Rents received by AIMCO through the Subsidiary Partnerships will qualify as
"rents from real property" in satisfying the gross income requirements described
above, only if several conditions are met, including the following. If rent
attributable to personal property leased in connection with a lease of real
property is greater than 15% of the total rent received under the lease, then
the portion of rent attributable to such personal property will not qualify as
"rents from real property." Moreover, for rents received to qualify as "rents
from real property," the REIT generally must not operate or manage the property
or furnish or render services to the tenants of such property, other than
through an "independent contractor" from which the REIT derives no revenue.
However, AIMCO (or its affiliates) are permitted to, and do directly perform
services that are "usually or customarily rendered" in connection with the
rental of space for occupancy only and are not otherwise considered rendered to
the occupant of the property.
The Management Subsidiaries, ANHI and the other Unconsolidated Subsidiaries
will receive management fees and other income. A portion of such fees and other
income will accrue to AIMCO through the Operating Partnership's general
partnership interest in PAMS LP. Such fee and other income generally will not
qualify under the 95% gross income test. AIMCO also expects to indirectly
receive distributions from the Management Subsidiaries through PAMS Inc. and
from ANHI and the other Unconsolidated Subsidiaries that will be classified as
dividend income to the extent of the earnings and profits of PAMS Inc., ANHI and
the other Unconsolidated Subsidiaries. Such distributions will qualify under the
95% gross income test but not under the 75% gross income test.
If AIMCO fails to satisfy one or both of the 75% or 95% gross income tests
(though not the 30% gross income test) for any taxable year, it may nevertheless
qualify as a REIT for such year if it is entitled to relief under certain
provisions of the Code. These relief provisions will be generally available if
AIMCO's failure to meet such tests was due to reasonable cause and not due to
willful neglect, AIMCO attaches a schedule of the sources of its income to its
return, and any incorrect information on the schedule was not due to fraud with
intent to evade tax. It is not possible, however, to state whether in all
circumstances AIMCO would be entitled to the benefit of these relief provisions.
If these relief provisions are inapplicable to a particular set of circumstances
involving AIMCO, AIMCO will not qualify as a REIT. As discussed above in
"--General," even where these relief provisions apply, a tax is imposed with
respect to the excess net income.
ASSET TESTS. AIMCO, at the close of each quarter of its taxable year, must
also satisfy three tests relating to the nature of its assets. First, at least
75% of the value of AIMCO's total assets must be represented by real estate
assets (including its allocable share of real estate assets held by the
Subsidiary Partnerships), stock or debt instruments held for not more than one
year purchased with the proceeds of a stock offering or long-term (at least five
years) debt offering of AIMCO, cash, cash items and U.S. government securities.
Second, not more than 25% of AIMCO's total assets may be represented by
securities other than those in the 75% asset class. Third, of the investments
included in the 25% asset class, the value of any one issuer's securities owned
by AIMCO may not exceed 5% of the value of AIMCO's total assets, and AIMCO may
not own more than 10% of any one issuer's outstanding voting securities.
21
<PAGE>
AIMCO indirectly owns interests in the Management Subsidiaries, ANHI and the
other Unconsolidated Subsidiaries. As set forth above, the ownership of more
than 10% of the voting securities of any one issuer by a REIT is prohibited by
the asset tests. In addition, the value of any one issuer's securities owned by
AIMCO may not exceed 5% of the value of AIMCO's total assets. AIMCO believes
that its indirect ownership interest in PAMS Inc., ANHI and the other
Unconsolidated Subsidiaries qualifies under these rules. However, no independent
appraisals have been obtained to support AIMCO's conclusions as to the value of
the Operating Partnership's total assets and the value of the Operating
Partnership's interest in PAMS Inc., ANHI and the other Unconsolidated
Subsidiaries and these values are subject to change in the future. Accordingly,
there can be no assurance that the IRS will not contend that the Operating
Partnership's ownership interest in PAMS Inc., ANHI and the other Unconsolidated
Subsidiaries disqualifies AIMCO from treatment as a REIT.
Immediately following completion of the NHP Merger, AIMCO intends to
restructure its ownership of NHP by transferring the stock or assets of NHP to
ANHI and/or other Unconsolidated Subsidiaries. AIMCO intends that its indirect
ownership interest in any Unconsolidated Subsidiary will comply with the REIT
rules described above.
AIMCO's indirect interests in the Operating Partnership and other Subsidiary
Partnerships are held through wholly owned corporate subsidiaries of AIMCO
organized and operated as "qualified REIT subsidiaries" within the meaning of
the Code. Qualified REIT subsidiaries are not treated as separate entities from
their parent REIT for Federal income tax purposes. Instead, all assets,
liabilities and items of income, deduction and credit of each qualified REIT
subsidiary are treated as assets, liabilities and items of AIMCO. Each qualified
REIT subsidiary therefore will not be subject to Federal corporate income
taxation, although it may be subject to state or local taxation. In addition,
AIMCO's ownership of the voting stock of each qualified REIT subsidiary does not
violate the general restriction against ownership of more than 10% of the voting
securities of any issuer.
ANNUAL DISTRIBUTION REQUIREMENTS. AIMCO, in order to qualify as a REIT, is
required to distribute dividends (other than capital gain dividends) to its
stockholders in an amount at least equal to (A) the sum of (i) 95% of AIMCO's
"REIT taxable income" (computed without regard to the dividends paid deduction
and AIMCO's net capital gain) and (ii) 95% of the net income (after tax), if
any, from foreclosure property, minus (B) the sum of certain items of noncash
income. Such distributions must be paid in the taxable year to which they
relate, or in the following taxable year if declared before AIMCO timely files
its tax return for such year and if paid with or before the first regular
dividend payment after such declaration. To the extent that AIMCO does not
distribute all of its net capital gain or distributes at least 95%, but less
than 100%, of its "REIT taxable income," as adjusted, it will be subject to tax
thereon at the capital gains or ordinary corporate tax rates, as the case may
be. Furthermore, if AIMCO should fail to distribute during each calendar year at
least the sum of (i) 85% of its REIT ordinary income for such year, (ii) 95% of
its REIT capital gain income for such year, and (iii) any undistributed taxable
income from prior periods, AIMCO would be subject to a 4% excise tax on the
excess of such required distribution over the amounts actually distributed.
AIMCO believes that it has made, and intends to make, timely distributions
sufficient to satisfy this annual distribution requirement.
It is possible that AIMCO, from time to time, may not have sufficient cash
or other liquid assets to meet the 95% distribution requirement due to timing
differences between (i) the actual receipt of income (including receipt of
distributions from the Operating Partnership) and actual payment of deductible
expenses and (ii) the inclusion of such income and deduction of such expenses in
arriving at taxable income of AIMCO. In the event that such timing differences
occur, in order to meet the 95% distribution requirement, AIMCO may find it
necessary to arrange for short-term, or possibly long-term, borrowings or to pay
dividends in the form of taxable distributions of property.
Under certain circumstances, AIMCO may be able to rectify a failure to meet
the distribution requirement for a year by paying "deficiency dividends" to
stockholders in a later year, which may be included in AIMCO's deduction for
dividends paid for the earlier year. Thus, AIMCO may be able to avoid being
taxed on amounts distributed as deficiency dividends; however, AIMCO will be
required to pay interest based on the amount of any deduction taken for
deficiency dividends.
22
<PAGE>
FAILURE TO QUALIFY. If AIMCO fails to qualify for taxation as a REIT in any
taxable year, and the relief provisions do not apply, AIMCO will be subject to
tax (including any applicable alternative minimum tax) on its taxable income at
regular corporate rates. Distributions to stockholders in any year in which
AIMCO fails to qualify will not be deductible by AIMCO nor will they be required
to be made. In such event, to the extent of current and accumulated earnings and
profits, all distributions to stockholders will be taxable as ordinary income,
and, subject to certain limitations of the Code, corporate distributees may be
eligible for the dividends received deduction. Unless entitled to relief under
specific statutory provisions, AIMCO will also be disqualified from taxation as
a REIT for the four taxable years following the year during which qualification
was lost. It is not possible to state whether in all circumstances AIMCO would
be entitled to such statutory relief.
TAX ASPECTS OF AIMCO'S INVESTMENTS IN PARTNERSHIPS
GENERAL. Most of AIMCO's investments are held indirectly through the
Operating Partnership. In general, partnerships are "pass-through" entities that
are not subject to Federal income tax. Rather, partners are allocated their
proportionate shares of the items of income, gain, loss, deduction and credit of
a partnership, and are potentially subject to tax thereon, without regard to
whether the partners receive a distribution from the partnership. AIMCO will
include in its income its proportionate share of the foregoing partnership items
for purposes of the various REIT income tests and in the computation of its REIT
taxable income. Moreover, for purposes of the REIT asset tests, AIMCO will
include its proportionate share of assets held by the Subsidiary Partnerships.
See "--Taxation of AIMCO--Ownership of Partnership Interests."
ENTITY CLASSIFICATION. AIMCO's direct and indirect investment in
partnerships involves special tax considerations, including the possibility of a
challenge by the IRS of the status of any of the Subsidiary Partnerships as a
partnership (as opposed to an association taxable as a corporation) for Federal
income tax purposes. If any of these entities were treated as an association for
Federal income tax purposes, it would be taxable as a corporation and therefore
subject to an entity-level tax on its income. In such a situation, the character
of AIMCO's assets and items of gross income would change and could preclude
AIMCO from satisfying the asset tests and the income tests (see "--Taxation of
AIMCO--Asset Tests" and "--Taxation of AIMCO--Income Tests"), and in turn could
prevent AIMCO from qualifying as a REIT. See "--Taxation of AIMCO--Failure to
Qualify" above for a discussion of the effect of AIMCO's failure to meet such
tests for a taxable year. In addition, any change in the status of any of the
Subsidiary Partnerships for tax purposes might be treated as a taxable event, in
which case AIMCO might incur a tax liability without any related cash
distributions.
TAX ALLOCATIONS WITH RESPECT TO THE PROPERTIES. Pursuant to the Code and
the regulations thereunder, income, gain, loss and deduction attributable to
appreciated or depreciated property that is contributed to a partnership in
exchange for an interest in the partnership must be allocated in a manner such
that the contributing partner is charged with, or benefits from, respectively,
the unrealized gain or unrealized loss associated with the property at the time
of the contribution. The amount of such unrealized gain or unrealized loss is
generally equal to the difference between the fair market value of contributed
property at the time of contribution, and the adjusted tax basis of such
property at the time of contribution (a "Book-Tax Difference"). Such allocations
are solely for Federal income tax purposes and do not affect the book capital
accounts or other economic or legal arrangements among the partners. The
Operating Partnership was formed by way of contributions of appreciated property
(including certain of the Owned Properties). Consequently, allocations must be
made in a manner consistent with these requirements. Where a partner contributes
cash to a partnership that holds appreciated property, the Treasury regulations
provide for a similar allocation of such items to the other partners. These
rules apply to the contribution by AIMCO to the Operating Partnership of the
cash proceeds received in any offerings of its stock.
In general, certain holders of Partnership Common Units ("OP Units") issued
by the Operating Partnership will be allocated lower amounts of depreciation
deductions for tax purposes and increased taxable income and gain on sale by the
Operating Partnership or other Subsidiary Partnerships of the contributed Owned
Properties. This will tend to eliminate the Book-Tax Difference over the life of
these partnerships. However, the special allocations do not always entirely
rectify the Book-Tax Difference on an annual basis or with respect to a specific
23
<PAGE>
taxable transaction such as a sale. Thus, the carryover basis of the contributed
Owned Properties in the hands of the Subsidiary Partnerships may cause AIMCO to
be allocated lower depreciation and other deductions, and possibly greater
amounts of taxable income in the event of a sale of such contributed assets in
excess of the economic or book income allocated to it as a result of such sale.
This may cause AIMCO to recognize taxable income in excess of cash proceeds,
which might adversely affect AIMCO's ability to comply with the REIT
distribution requirements. See "--Taxation of AIMCO--Annual Distribution
Requirements."
With respect to any property purchased or to be purchased by any of the
Subsidiary Partnerships (other than through the issuance of OP Units) subsequent
to the formation of AIMCO, such property will initially have a tax basis equal
to its fair market value and the special allocation provisions described above
will not apply.
SALE OF THE PROPERTIES. AIMCO's share of any gain realized by the Operating
Partnership or another Subsidiary Partnership on the sale of any property held
as inventory or primarily for sale to customers in the ordinary course of
business will be treated as income from a prohibited transaction that is subject
to a 100% penalty tax. See "--Requirements for Qualification--Income Tests."
Under existing law, whether property is held as inventory or primarily for sale
to customers in the ordinary course of a partnership's trade or business is a
question of fact that depends on all the facts and circumstances with respect to
the particular transaction. The Operating Partnership and the other Subsidiary
Partnerships intend to hold the Owned Properties for investment with a view to
long-term appreciation, to engage in the business of acquiring, developing,
owning, and operating the Owned Properties (and other apartment properties) and
to make such occasional sales of the Owned Properties, including peripheral
land, as are consistent with AIMCO's investment objectives.
TAXATION OF MANAGEMENT SUBSIDIARIES AND UNCONSOLIDATED SUBSIDIARIES
A portion of the amounts to be used to fund distributions to stockholders is
expected to come from the Management Subsidiaries, ANHI and the other
Unconsolidated Subsidiaries, through dividends paid on the non-voting preferred
stock of PAMS Inc., ANHI and the other Unconsolidated Subsidiaries held by the
Operating Partnership, distributions paid to the Operating Partnership as the
general partner of PAMS LP, and interest paid by PAMS Inc. on certain
installment notes held by the Operating Partnership. Each of PAMS Inc., ANHI and
the other Unconsolidated Subsidiaries will not qualify as a REIT and will pay
Federal, state and local income taxes on its taxable income at normal corporate
rates. The Management Subsidiaries, ANHI and the other Unconsolidated
Subsidiaries intend to claim annual deductions for interest and amortization. No
assurance can be given that the IRS will not challenge such deductions. Any
Federal, state or local income taxes that PAMS Inc., ANHI and the other
Unconsolidated Subsidiaries is required to pay will reduce AIMCO's cash flow
from operating activities and its ability to make payments to holders of its
securities.
TAXATION OF TAXABLE DOMESTIC STOCKHOLDERS
GENERAL. As long as AIMCO qualifies as a REIT, distributions made to
AIMCO's taxable domestic stockholders out of current or accumulated earnings and
profits (and not designated as capital gain dividends) will be taken into
account by them as ordinary income and will not be eligible for the dividends
received deduction for corporations. Distributions that are designated as
capital gain dividends will be taxed as long-term capital gains (to the extent
that they do not exceed AIMCO's actual net capital gain for the taxable year)
without regard to the period for which the stockholder has held its stock.
However, corporate stockholders may be required to treat up to 20% of certain
capital gain dividends as ordinary income.
Distributions in excess of current and accumulated earnings and profits will
not be taxable to a stockholder to the extent that they do not exceed the
adjusted basis of the stockholder's shares, but rather will reduce the adjusted
basis of such shares. To the extent that such distributions exceed the adjusted
basis of a stockholder's shares, they will be included in income as long-term
capital gain (or short-term capital gain if the shares have been held for one
year or less) provided that the shares are a capital asset in the hands of the
stockholder. In addition, any dividend declared by AIMCO in October, November or
December of any year and payable to a stockholder of record on a specified date
in any such month shall be treated as both paid by AIMCO and received by the
stockholder on December 31 of such year, provided that the dividend is actually
paid by AIMCO
24
<PAGE>
during January of the following calendar year. Stockholders may not include in
their individual income tax returns any net operating losses or capital losses
of AIMCO.
In general, any loss upon a sale or exchange of shares by a stockholder who
has held such shares for six months or less (after applying certain holding
period rules) will be treated as a long-term capital loss to the extent of
distributions from AIMCO required to be treated by such stockholder as long-term
capital gain.
TAXATION OF FOREIGN STOCKHOLDERS
The following is a discussion of certain anticipated U.S. Federal income and
estate tax consequences of the ownership and disposition of Class A Common Stock
applicable to Non-U.S. Holders of such stock. A "Non-U.S. Holder" is any person
other than (i) a citizen or resident of the United States, (ii) a corporation or
partnership created or organized in the United States or under the laws of the
United States or of any state thereof, or (iii) an estate whose income is
includable in gross income for U.S. Federal income tax purposes regardless of
its source or a trust the income of which is includable in gross income for
United States Federal income tax purposes, regardless of its source or, for tax
years beginning after December 31, 1996 (and, if a trustee so elects, for tax
years ending after August 20, 1996), a trust if a United States court is able to
exercise primary supervision over the administration of such trust and one or
more United States fiduciaries have the authority to control all substantial
decisions of such trust. The discussion is based on current law and is for
general information only. The discussion addresses only certain and not all
aspects of U.S. Federal income and estate taxation.
ORDINARY DIVIDENDS. The portion of dividends received by Non-U.S. Holders
payable out of AIMCO's earnings and profits which are not attributable to
capital gains of AIMCO and which are not effectively connected with a U.S. trade
or business of the Non-U.S. Holder will be subject to U.S. withholding tax at
the rate of 30% (unless reduced by treaty). In general, Non-U.S. Holders will
not be considered engaged in a U.S. trade or business solely as a result of
their ownership of Class A Common Stock. In cases where the dividend income from
a Non-U.S. Holder's investment in Class A Common Stock is (or is treated as)
effectively connected with the Non-U.S. Holder's conduct of a U.S. trade or
business, the Non-U.S. Holder generally will be subject to U.S. tax at graduated
rates, in the same manner as U.S. stockholders are taxed with respect to such
dividends (and may also be subject to the 30% branch profits tax in the case of
a Non-U.S. Holder that is a foreign corporation).
NON-DIVIDEND DISTRIBUTIONS. Unless Class A Common Stock constitutes a
United States Real Property Interest (a "USRPI"), distributions by AIMCO which
are not dividends out of the earnings and profits of AIMCO will not be subject
to U.S. income or withholding tax. If it cannot be determined at the time a
distribution is made whether or not such distribution will be in excess of
current and accumulated earnings and profits, the distribution will be subject
to withholding at the rate applicable to dividends. However, the Non-U.S. Holder
may seek a refund of such amounts from the IRS if it is subsequently determined
that such distribution was, in fact, in excess of current and accumulated
earnings and profits of AIMCO. If Class A Common Stock constitutes a USRPI, such
distributions will be subject to 10% withholding and taxed pursuant to the
Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA") at a rate of 35%
to the extent such distributions exceed a stockholder's basis in his or her
Class A Common Stock.
CAPITAL GAIN DIVIDENDS. Under FIRPTA, a distribution made by AIMCO to a
Non-U.S. Holder, to the extent attributable to gains from dispositions of USRPIs
such as the properties beneficially owned by AIMCO ("USRPI Capital Gains"), will
be considered effectively connected with a U.S. trade or business of the
Non-U.S. Holder and subject to U.S. income tax at the rate applicable to U.S.
individuals or corporations, without regard to whether such distribution is
designated as a capital gain dividend. In addition, AIMCO will be required to
withhold tax equal to 35% of the amount of dividends to the extent such
dividends constitute USRPI Capital Gains. Distributions subject to FIRPTA may
also be subject to a 30% branch profits tax in the hands of a foreign corporate
stockholder that is not entitled to treaty exemption.
25
<PAGE>
DISPOSITION OF STOCK OF AIMCO. Unless Class A Common Stock constitutes a
USRPI, a sale of such stock by a Non-U.S. Holder generally will not be subject
to U.S. taxation under FIRPTA. The stock will not constitute a USRPI if AIMCO is
a "domestically controlled REIT." A domestically controlled REIT is a REIT in
which, at all times during a specified testing period, less than 50% in value of
its shares is held directly or indirectly by Non-U.S. Holders. AIMCO believes
that it is, and it expects to continue to be a domestically controlled REIT, and
therefore that the sale of Class A Common Stock will not be subject to taxation
under FIRPTA. Because the Class A Common Stock is publicly traded, however, no
assurance can be given that AIMCO will continue to be a domestically controlled
REIT.
If AIMCO does not constitute a domestically controlled REIT, a Non-U.S.
Holder's sale of stock generally will still not be subject to tax under FIRPTA
as a sale of a USRPI provided that (i) the stock is "regularly traded" (as
defined by applicable Treasury regulations) on an established securities market
(e.g., the NYSE, on which the Class A Common Stock is listed) and (ii) the
selling Non-U.S. Holder held 5% or less of AIMCO's outstanding stock at all
times during a specified testing period.
If gain on the sale of stock of AIMCO were subject to taxation under FIRPTA,
the Non-U.S. Holder would be subject to the same treatment as a U.S. stockholder
with respect to such gain (subject to applicable alternative minimum tax and a
special alternative minimum tax in the case of nonresident alien individuals)
and the purchaser of the stock could be required to withhold 10% of the purchase
price and remit such amount to the IRS.
Capital gains not subject to FIRPTA will nonetheless be taxable in the
United States to a Non-U.S. Holder in two cases: (i) if the Non-U.S. Holder's
investment in the Class A Common Stock is effectively connected with a U.S.
trade or business conducted by such Non-U.S. holder, the Non-U.S. Holder will be
subject to the same treatment as a U.S. stockholder with respect to such gain,
or (ii) if the Non-U.S. Holder is a nonresident alien individual who was present
in the United States for 183 days or more during the taxable year and has a "tax
home" in the United States, the nonresident alien individual will be subject to
a 30% tax on the individual's capital gain.
ESTATE TAX. Class A Common Stock owned or treated as owned by an individual
who is not a citizen or resident (as specially defined for U.S. Federal estate
tax purposes) of the United States at the time of death will be includable in
the individual's gross estate for U.S. Federal estate tax purposes, unless an
applicable estate tax treaty provides otherwise. Such individual's estate may be
subject to U.S. Federal estate tax on the property includable in the estate for
U.S. Federal estate tax purposes.
INFORMATION REPORTING AND BACKUP WITHHOLDING. AIMCO must report annually to
the IRS and to each Non-U.S. Holder the amount of dividends (including any
capital gain dividends) paid to, and the tax withheld with respect to, each
Non-U.S. Holder. These reporting requirements apply regardless of whether
withholding was reduced or eliminated by an applicable tax treaty. Copies of
these returns may also be made available under the provisions of a specific
treaty or agreement with the tax authorities in the country in which the
Non-U.S. Holder resides.
U.S. backup withholding (which generally is imposed at the rate of 31% on
certain payments to persons that fail to furnish the information required under
the U.S. information reporting requirements) and information reporting will
generally not apply to dividends (including any capital gain dividends) paid on
Class A Common Stock to a Non-U.S. Holder at an address outside the United
States.
The payment of the proceeds from the disposition of Class A Common Stock to
or through a U.S. office of a broker will be subject to information reporting
and backup withholding unless the owner, under penalties of perjury, certifies,
among other things, its status as a Non-U.S. Holder, or otherwise establishes an
exemption. The payment of the proceeds from the disposition of stock to or
through a non-U.S. office of a non-U.S. broker generally will not be subject to
backup withholding and information reporting.
26
<PAGE>
Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules will be refunded or credited against the Non-United
States Holder's United States Federal income tax liability, provided that the
required information is furnished to the IRS.
These information reporting and backup withholding rules are under review by
the U.S. Treasury and their application to the Class A Common Stock could be
changed by future regulations. On April 15, 1996, the IRS issued proposed
Treasury Regulations concerning the withholding of tax and reporting for certain
amounts paid to non-resident individuals and foreign corporations. The proposed
Treasury Regulations, if adopted in their present form, would be effective for
payments made after December 31, 1997. Prospective investors in Class A Common
Stock should consult their tax advisors concerning the potential adoption of
such proposed Treasury Regulations and the potential effect on their ownership
of Class A Common Stock.
TAXATION OF TAX-EXEMPT STOCKHOLDERS
Based upon a published ruling by the IRS, distributions by AIMCO to a
stockholder that is a tax-exempt entity will not constitute "unrelated business
taxable income" ("UBTI"), provided that the tax-exempt entity has not financed
the acquisition of its shares with "acquisition indebtedness" within the meaning
of the Code and the shares are not otherwise used in an unrelated trade or
business of the tax-exempt entity.
Notwithstanding the preceding paragraph, however, a portion of the dividends
paid by AIMCO may be treated as UBTI to certain domestic private pension trusts
if AIMCO is treated as a "pension-held REIT." AIMCO believes that it is not, and
does not expect to become, a "pension-held REIT." If AIMCO were to become a
pension-held REIT, these rules generally would only apply to certain pension
trusts that hold more than 10% of AIMCO's stock.
REIT PROVISIONS OF THE TAXPAYER RELIEF ACT OF 1997
The Act makes a number of changes relating to the qualification and taxation
of REITs including the following. First, a REIT will be able to provide certain
services directly without disqualifying all of the rent from the property where
the services are provided if the payment for such services does not exceed 1% of
the gross income from the property. Second, a REIT's wholly owned subsidiary
will be treated as a "qualified REIT subsidiary" even where the REIT had not
always owned such corporation. Third, the Act repeals the requirement that a
REIT must derive less than 30% of its gross income from the sale of stock or
securities held for less than one year, real property held less than four years,
and property sold or disposed of in a "prohibited transaction." Finally, a REIT
will be able to elect to retain and pay income tax on net long-term capital
gains. REIT shareholders would include in income their share of the long-term
capital gains retained by the REIT and would receive a credit for their share of
the taxes paid by the REIT.
As a result of other changes made by the Act to the Code, for certain
noncorporate taxpayers (including individuals), the rate of taxation of capital
gains will depend upon (i) the taxpayer's holding period in the capital asset
(with a preferential rate available for capital assets held more than 18 months)
and (ii) the taxpayer's marginal tax rate for ordinary income. Each prospective
investor should consult his or her own tax advisor regarding the tax
consequences to him or her of the changes made by the Act.
OTHER TAX CONSEQUENCES
POSSIBLE LEGISLATIVE OR OTHER ACTIONS AFFECTING TAX
CONSEQUENCES. Prospective investors in Class A Common Stock should recognize
that the present Federal income tax treatment of an investment in AIMCO may be
modified by legislative, judicial or administrative action at any time, and that
any such action may affect investments and commitments previously made. The
rules dealing with Federal income taxation are constantly under review by
persons involved in the legislative process and by the IRS and the U.S. Treasury
Department, resulting in revisions of regulations and revised interpretations of
established concepts as well as statutory changes. Revisions in Federal tax laws
and interpretations thereof could adversely affect the tax consequences of an
investment in AIMCO. For example, a recent Federal budget proposal contains
language which, if enacted in its present form, would result in the immediate
taxation of all gain inherent in a corporation's assets upon an
27
<PAGE>
election by the corporation to become a REIT, and thus would effectively
preclude AIMCO from re-electing REIT status following a termination of its REIT
qualification.
STATE AND LOCAL TAXES. AIMCO and its stockholders may be subject to state
or local taxation in various state or local jurisdictions, including those in
which they transact business or reside. The state and local tax treatment of
AIMCO and its stockholders may not conform to the Federal income tax
consequences discussed above. Consequently, prospective investors should consult
their own tax advisors regarding the application and effect of state and local
tax laws on an investment in AIMCO.
LEGAL MATTERS
Certain legal matters will be passed upon for AIMCO by Skadden, Arps, Slate,
Meagher & Flom LLP, Los Angeles, California. The validity of the Class A Common
Stock offered hereby will be passed on for AIMCO by Piper & Marbury L.L.P.,
Baltimore, Maryland. Certain matters as to Florida law will be passed upon for
AIMCO by Shumaker, Cook & Kendrick, Tampa, Florida.
EXPERTS
The consolidated financial statements of AIMCO and the combined financial
statements of the AIMCO Predecessors included in AIMCO's Annual Report on Form
10-K for the year ended December 31, 1996 have been audited by Ernst & Young
LLP, independent auditors, as set forth in their reports thereon included
therein and incorporated herein by reference. Such consolidated financial
statements and combined financial statements are incorporated herein by
reference in reliance upon such reports given upon the authority of such firm as
experts in accounting and auditing.
The Historical Summary of Gross Income and Direct Operating Expenses of The
Bay Club at Aventura for the year ended December 31, 1996 included in Amendment
No. 1 to AIMCO's Current Report on Form 8-K, dated June 3, 1997, has been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such Historical
Summary is incorporated herein by reference in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.
The Historical Summary of Gross Income and Direct Operating Expenses of
Villa Ladera Apartments for the year ended December 31, 1995 included in AIMCO's
Current Report on Form 8-K, dated December 19, 1996, has been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such Historical Summary is
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
28
<PAGE>
The consolidated financial statements of NHP for the years ended December
31, 1996, 1995 and 1994 included in Amendment No. 1 to AIMCO's Current Report on
Form 8-K, dated April 16, 1997, have been audited by Arthur Andersen LLP,
independent public accountants, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such reports
given upon the authority of such firm as experts in accounting and auditing.
As noted in their report, Arthur Andersen LLP did not audit the 1994
financial statements of certain real estate partnerships whose operating results
are included in "income (loss) from discontinued real estate operations, net of
income taxes" in the 1994 consolidated financial statements of NHP. The
financial statements of these real estate partnerships were audited by other
auditors, whose reports are incorporated herein by reference to Amendment No. 1
to AIMCO's Current Report on Form 8-K, dated April 16, 1997, and Arthur Andersen
LLP's opinion, insofar as it relates to the amounts included in the consolidated
financial statements for these real estate partnerships, is based solely on the
reports of those auditors included therein and incorporated herein by reference.
The auditors on whose reports Arthur Andersen LLP relied are: Anders, Minkler &
Diehl LLP; Dauby O'Connor & Zaleski, LLC; Deloitte & Touche LLP; Edwards Leap &
Sauer; George A. Hieronymous & Company, LLC; Goldenberg Rosenthal Friedlander,
LLP; Hansen, Hunter & Kibbee, P.C.; J.H. Cohn LLP; J.A. Plumer & Co., P.A.;
Marks Shron & Company, LLP; Reznick Fedder & Silverman; and Russell Thompson
Butler & Houston.
The combined financial statements of NHP Real Estate Companies (as defined
in Note 1 of such financial statements) for the years ended December 31, 1996,
1995 and 1994 included in Amendments No. 1 and 3 to AIMCO's Current Report on
Form 8-K dated June 3, 1997, have been audited by Arthur Andersen LLP,
independent public accountants, as set forth in their report thereon included
therein and incorporated herein by reference. Such combined financial statements
are incorporated herein by reference in reliance upon such reports given upon
the authority of such firm as experts in accounting and auditing.
As noted in their report, Arthur Andersen LLP did not audit the 1996, 1995
and 1994 financial statements of certain real estate partnerships accounted for
under the equity method by the NHP Real Estate Companies. The financial
statements of these real estate partnerships were audited by other auditors,
whose reports are filed as exhibits to Amendments No. 1 and 3 to AIMCO's Current
Report on Form 8-K, dated June 3, 1997, and Arthur Andersen LLP's opinion,
insofar as it relates to the amounts included in the combined financial
statements for these real estate partnerships, is based solely on the reports of
those auditors included therein and incorporated herein by reference. The
auditors on whose reports Arthur Andersen LLP relied are: Anders, Minkler &
Diehl LLP; Dauby O'Connor & Zaleski, LLC; Deloitte & Touche LLP; Edwards Leap &
Sauer; Fishbein & Company, P.C.; Freeman and Vessillo; Friduss, Lukee, Schiff &
Co., PC; George A. Heironymous & Company, LLC; Goldenberg Rosenthal Friedlander,
LLP; Hansen, Hunter & Kibbee, P.C.; J.H. Cohn LLP; J.A. Plumer & Co., P.A.;
Prague & Company, P.C.; Robert Ercolini & Company; Marks Shron & Company, LLP;
Reznick Fedder & Silverman; Russell Thompson Butler & Houston; Sciarabba Walker
& Co., LLP; Wallace Sanders & Company; Warady and Davis; Ziner and Company, PC;
and Zinner & Co.
The financial statements of NHP Southwest Partners, LP for the year ended
December 31, 1996 and for the period from January 20, 1995 through December 31,
1995 included in Amendment No. 1 to AIMCO's Current Report on Form 8-K, dated
June 3, 1997, have been audited by Arthur Andersen LLP, independent public
accountants, as set forth in their report thereon included therein and
incorporated herein by reference. Such financial statements are incorporated
herein by reference in reliance upon such reports given upon the authority of
such firm as experts in accounting and auditing.
The combined financial statements of NHP New LP Entities (as defined in Note
1 of such financial statements) for the year ended December 31, 1996 and for the
period from January 20, 1995 through December 31, 1995 included in Amendment No.
1 to AIMCO's Current Report on Form 8-K, dated June 3, 1997, have been audited
by Arthur Andersen LLP, independent public accountants, as set forth in their
report thereon included therein and incorporated herein by reference. Such
combined financial statements are incorporated
29
<PAGE>
herein by reference in reliance upon such reports given upon the authority of
such firm as experts in accounting and auditing.
The combined financial statements of NHP Borrower Entities (as defined in
Note 1 of such financial statements) for the year ended December 31, 1996 and
for the period from January 20, 1995 through December 31, 1995 included in
Amendment No. 1 to AIMCO's Current Report on Form 8-K, dated June 3, 1997, have
been audited by Arthur Andersen LLP, independent public accountants, as set
forth in their report thereon included therein and incorporated herein by
reference. Such combined financial statements are incorporated herein by
reference in reliance upon such reports given upon the authority of such firm as
experts in accounting and auditing.
30
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTIONS.
The estimated expenses, other than underwriting discounts and commissions,
in connection with the offering of the Securities, are as follows:
<TABLE>
<S> <C>
Registration Fee -- Securities and Exchange Commission............ $ 7,700
Printing and Engraving Expenses................................... 5,000
Legal Fees and Expenses........................................... 25,000
Accounting Fees and Expenses...................................... 35,000
Miscellaneous..................................................... 5,000
---------
TOTAL............................................................. $ 77,700
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
AIMCO's Charter limits the liability of AIMCO's directors and officers to
AIMCO and its stockholders to the fullest extent permitted from time to time by
Maryland law. Maryland law presently permits the liability of directors and
officers to a corporation or its stockholders for money damages to be limited,
except (i) to the extent that it is proved that the director or officer actually
received an improper benefit or profit in money, property or services for the
amount of the benefit or profit in money, property or services actually
received, or (ii) if a judgment or other final adjudication is entered in a
proceeding based on a finding that the director's or officer's action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding. This provision
does not limit the ability of the Company or its stockholders to obtain other
relief, such as an injunction or rescission.
AIMCO's Charter and Bylaws require AIMCO to indemnify its directors,
officers and certain other parties to the fullest extent permitted from time to
time by Maryland law. The Maryland General Corporation Law permits a corporation
to indemnify its directors, officers and certain other parties against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by them in connection with any proceeding to which they may be made a
party by reason of their service to or at the request of the corporation, unless
it is established that (i) the act or omission of the indemnified party was
material to the matter giving rise to the proceeding and (x) was committed in
bad faith or (y) was the result of active and deliberate dishonesty, (ii) the
indemnified party actually received an improper personal benefit in money,
property or services or (iii) in the case of any criminal proceeding, the
indemnified party had reasonable cause to believe that the act or omission was
unlawful. Indemnification may be made against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by the director or officer
in connection with the proceeding; PROVIDED, HOWEVER, that if the proceeding is
one by or in the right of the corporation, indemnification may not be made with
respect to any proceeding in which the director or officer has been adjudged to
be liable to the corporation. In addition, a director or officer may not be
indemnified with respect to any proceeding charging improper personal benefit to
the director or officer in which the director or officer was adjudged to be
liable on the basis that personal benefit was improperly received. The
termination of any proceeding by conviction, or upon a plea of nolo contendere
or its equivalent, or an entry of any order of probation prior to judgment,
creates a rebuttable presumption that the director or officer did not meet the
requisite standard of conduct required for indemnification to be permitted. It
is the position of the Securities and Exchange Commission that indemnification
of directors and officers for liabilities arising under the Securities Act is
against public policy and is unenforceable pursuant to Section 14 of the
Securities Act.
The Company has entered into agreements with certain of its officers,
pursuant to which the Company has agreed to indemnify such officers to the
fullest extent permitted by applicable law.
II-1
<PAGE>
The Agreement of Limited Partnership (the "Operating Partnership Agreement")
of the Operating Partnership also provides for indemnification of AIMCO, or any
director or officer of AIMCO, in its capacity as the previous general partner of
the Operating Partnership, from and against all losses, claims, damages,
liabilities, joint or several, expenses (including legal fees), fines,
settlements and other amounts incurred in connection with any actions relating
to the operations of the Operating Partnership, as set forth in the Operating
Partnership Agreement.
Section 11.6 of the Apartment Investment and Management Company 1997 Stock
Award and Incentive Plan (the "1997 Plan"), Section 2.8 of the Amended and
Restated Apartment Investment and Management Company Non-Qualified Employee
Stock Option Plan (the "Non-Qualified Plan"), Section 2.8 of the Apartment
Investment and Management Company 1996 Stock Award and Incentive Plan (the "1996
Plan"), and Section 6.7 of the 1994 Stock Option Plan of Apartment Investment
and Management Company (the "1994 Plan") specifically provide that, to the
fullest extent permitted by law, each of the members of the Board of Directors
of AIMCO (the "Board"), the Compensation Committee of the Board and each of the
directors, officers and employees of AIMCO, any AIMCO subsidiary, the Operating
Partnership and any subsidiary of the Operating Partnership shall be held
harmless and indemnified by AIMCO for any liability, loss (including amounts
paid in settlement), damages or expenses (including reasonable attorneys' fees)
suffered by virtue of any determinations, acts or failures to act, or alleged
acts or failures to act, in connection with the administration of the 1997 Plan,
the Non-Qualified Plan, the 1996 Plan or the 1994 Plan, as the case may be, so
long as such person is not determined by a final adjudication to be guilty of
willful misconduct with respect to such determination, action or failure to act.
ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
4.6 Specimen certificate for Class A Common Stock (incorporated by reference from
AIMCO's Registration Statement on Form 8-A filed on July 19, 1994).
5.1 Opinion of Piper & Marbury L.L.P. regarding the validity of the Securities offered
hereby.
8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax matters.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in their opinion
filed as Exhibit 8.1).
23.3 Consent of Piper & Marbury L.L.P. (included in their opinion filed as Exhibit 5.1).
23.4 Consent of Shumaker, Loop & Kendrick.
23.5 Consent of Arthur Andersen LLP dated September 22, 1997.
23.6 Consent of Deloitte & Touche LLP dated September 22, 1997.
23.7 Consent of Anders, Minkler & Diehl LLP dated September 22, 1997.
23.8 Consent of Dauby O'Connor & Zaleski, LLC dated September 22, 1997.
23.9 Consent of Edwards Leap & Sauer dated September 22, 1997.
23.10 Consent of Fishbein & Company, P.C. dated September 22, 1997.
23.11 Consent of Freeman & Vessillo, dated September 22, 1997.
23.12 Consent of Friduss, Lukee, Schiff & Co., PC dated September 22, 1997.
23.13 Consent of George A. Hieronymous & Company, LLC dated September 22, 1997.
23.14 Consent of Goldenberg Rosenthal Friedlander, LLP dated September 22, 1997.
23.15 Consent of Hansen, Hunter & Kibbee, P.C. dated September 22, 1997.
23.16 Consent of J.H. Cohn LLP dated September 22, 1997.
23.17 Consent of J.A. Plumer & Co., P.A. dated September 22, 1997.
23.18 Consent of Marks Shron & Company, LLP dated September 22, 1997.
23.19 Consent of Prague & Company, P.C. dated September 22, 1997.
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
23.20 Consent of Reznick Fedder & Silverman dated September 22, 1997.
23.21 Consent of Robert Ercolini & Company dated September 22, 1997.
23.22 Consent of Russell Thompson Butler & Houston dated September 22, 1997.
23.23 Consent of Sciarabba Walker & Co., LLP dated September 22, 1997.
23.24 Consent of Wallace Sanders & Company dated September 22, 1997.
23.25 Consent of Warady and Davis dated September 22, 1997.
23.26 Consent of Ziner and Company, PC dated September 22, 1997.
23.27 Consent of Zinner & Co. dated September 22, 1997.
24 Power of Attorney (included on page II-4).
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
not apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.
II-3
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on this Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on the 25th day of
September, 1997.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ TERRY CONSIDINE
--------------------------------------
Terry Considine,
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Terry
Considine and Peter K. Kompaniez his or her true and lawful attorney-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, each acting alone, or
his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Form S-3
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- -------------------------- -------------------
<C> <S> <C>
Chairman of the Board and
/s/ TERRY CONSIDINE Chief Executive Officer
--------------------------------- (Principal Executive September 25, 1997
Terry Considine Officer)
Senior Vice President,
/s/ LEEANN MOREIN Chief Financial Officer
--------------------------------- and Secretary (Principal September 25, 1997
Leeann Morein Financial Officer)
Vice President and Chief
/s/ PATRICIA K. HEATH Accounting Officer
--------------------------------- (Principal Accounting September 25, 1997
Patricia K. Heath Officer)
/s/ PETER K. KOMPANIEZ
--------------------------------- Vice Chairman, President September 25, 1997
Peter K. Kompaniez and Director
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- -------------------------- -------------------
<C> <S> <C>
--------------------------------- Director September , 1997
Richard S. Ellwood
/s/ J. LANDIS MARTIN
--------------------------------- Director September 25, 1997
J. Landis Martin
/s/ THOMAS L. RHODES
--------------------------------- Director September 25, 1997
Thomas L. Rhodes
--------------------------------- Director September , 1997
John D. Smith
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
- ----------- ---------------------------------------------------------------------------------------- -------------
<C> <S> <C>
4.6 Specimen certificate for Class A Common Stock (incorporated by reference from AIMCO's
Registration Statement on Form 8-A filed on July 19, 1994).
5.1 Opinion of Piper & Marbury L.L.P. regarding the validity of the Securities offered
hereby.
8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax matters.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in their opinion filed as
Exhibit 8.1).
23.3 Consent of Piper & Marbury L.L.P. (included in their opinion filed as Exhibit 5.1).
23.4 Consent of Shumaker, Loop & Kendrick.
23.5 Consent of Arthur Andersen LLP dated September 22, 1997.
23.6 Consent of Deloitte & Touche LLP dated September 22, 1997.
23.7 Consent of Anders, Minkler & Diehl LLP dated September 22, 1997.
23.8 Consent of Dauby O'Connor & Zaleski, LLC dated September 22, 1997.
23.9 Consent of Edwards Leap & Sauer dated September 22, 1997.
23.10 Consent of Fishbein & Company, P.C. dated September 22, 1997.
23.11 Consent of Freeman & Vessillo, dated September 22, 1997.
23.12 Consent of Friduss, Lukee, Schiff & Co., PC dated September 22, 1997.
23.13 Consent of George A. Hieronymous & Company, LLC dated September 22, 1997.
23.14 Consent of Goldenberg Rosenthal Friedlander, LLP dated September 22, 1997.
23.15 Consent of Hansen, Hunter & Kibbee, P.C. dated September 22, 1997.
23.16 Consent of J.H. Cohn LLP dated September 22, 1997.
23.17 Consent of J.A. Plumer & Co., P.A. dated September 22, 1997.
23.18 Consent of Marks Shron & Company, LLP dated September 22, 1997.
23.19 Consent of Prague & Company, P.C. dated September 22, 1997.
23.20 Consent of Reznick Fedder & Silverman dated September 22, 1997.
23.21 Consent of Robert Ercolini & Company dated September 22, 1997.
23.22 Consent of Russell Thompson Butler & Houston dated September 22, 1997.
23.23 Consent of Sciarabba Walker & Co., LLP dated September 22, 1997.
23.24 Consent of Wallace Sanders & Company dated September 22, 1997.
23.25 Consent of Warady and Davis dated September 22, 1997.
23.26 Consent of Ziner and Company, PC dated September 22, 1997.
23.27 Consent of Zinner & Co. dated September 22, 1997.
24 Power of Attorney (included on page II-4).
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD]
September 26, 1997
Apartment Investment and Management Company
1873 South Bellaire Street, Suite 1700
Denver, Colorado 80222
Gentlemen:
We have acted as Maryland counsel to Apartment Investment and Management
Company, a Maryland corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended (the "Act"),
pursuant to a Registration Statement on Form S-3 of the Company (the
"Registration Statement") filed with the Securities and Exchange Commission
(the "Commission"), of up to 723,273 shares of Class A Common Stock, par
value $.01 per share, of the Company (the "Shares") to be issued to the
public from time to time by the selling stockholders described therein.
In our capacity as Maryland counsel to the Company, we have examined the
Registration Statement, the Charter and By-Laws of the Company, as amended
and restated and in effect on the date hereof, minutes of the proceedings of
the Company's Board of Directors authorizing the issuance of the Shares, and
such other documents as we have considered necessary. We have also examined
an Officer's Certificate of the Company dated October 9, 1996 (the
"Certificate"). In such examination, we have assumed, without independent
investigation, the genuineness of all signatures, the legal capacity of all
individuals who have executed any of the aforesaid documents, the
authenticity of all documents submitted to us as originals, the conformity
with originals of all documents submitted to us as copies (and the
authenticity of the originals of such copies), and all public records
reviewed are accurate and complete. As to factual matters we have relied on
the Certificate and have not independently verified the matters stated
therein.
Based upon the foregoing and having regard for such legal considerations
as we deem relevant, we are of the opinion and so advise you that the Shares
have been duly and validly authorized and legally issued and are fully paid
and nonassessable.
The opinion expressed herein is solely for the use of the Company in
connection with the Registration Statement. This opinion may not be relied on
by any other person or in any other connection without our prior written
approval. This opinion is limited to the matters set forth herein, and no
other opinion should be inferred beyond the matters expressly stated.
<PAGE>
Apartment Investment and Management Company
September 26, 1997
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Prospectus included in the Registration Statement. We further
consent to the reliance on this opinion by Skadden, Arps, Slate, Meagher &
Flom LLP, in rendering their opinion to the Company in connection with the
filing of the Registration Statement. In giving our consent, we do not
thereby admit that we are in the category of persons whose consent is under
Section 7 of the Act or the rules and regulations of the Commission
thereunder.
Very truly yours,
/s/ Piper & Marbury L.L.P.
<PAGE>
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
September 23, 1997
Apartment Investment and
Management Company
1873 South Bellaire Street
Suite 1700
Denver, Colorado 80222
Re: Certain Federal Income Tax Considerations
-----------------------------------------
Ladies and Gentlemen:
You have requested our opinion concerning certain Federal income tax
considerations in connection with the offering (the "Offering") for sale, from
time to time, of up to 723,273 shares of Class A Common Stock, par value $.01
per share ("AIMCO Common Stock"), of Apartment Investment and Management
Company, a Maryland corporation ("AIMCO"), by certain stockholders pursuant to a
Registration Statement on Form S-3 (the "Registration Statement") to be filed
with the Securities and Exchange Commission. Unless otherwise specifically
defined herein, all capitalized terms have the meanings assigned to them in the
Registration Statement.
In connection with the Offering and with certain previous offerings of
AIMCO Common Stock by AIMCO we have acted as counsel to AIMCO, and we have
assisted in the preparation of the Registration Statement and certain other
documents. In formulating our opinion, we have reviewed the Registration
Statement and such other documentation and information provided by you as is
relevant to the Offering and necessary to prepare the Registration Statement.
In addition, you have provided us with certain representations of officers of
AIMCO relating to, among other things, the actual and proposed operation of
AIMCO. For purposes of our
<PAGE>
Apartment Investment and
Management Company
September 23, 1997
Page 2
opinion, we have not made an independent investigation of the facts set forth in
such representations, the partnership agreements and organizational documents
for each of the partnerships and limited liability companies in which AIMCO
holds a direct or indirect interest (the "Partnerships"), the Registration
Statement or any other document. We have, consequently, relied on your
representations that the information presented in such documents or otherwise
furnished to us accurately and completely describes all material facts relevant
to our opinion. No facts have come to our attention, however, that would cause
us to question the accuracy and completeness of such facts or documents in a
material way. We have also relied upon the opinion of Piper & Marbury L.L.P.
dated September 23, 1997 with respect to certain matters of Maryland law, and
the opinion of Shumaker, Loop & Kendrick dated October 18, 1995 with respect to
certain matters of Florida law.
In rendering our opinion, we have assumed that the transactions
contemplated by the foregoing documents have been consummated in accordance with
the operative documents, and that such documents accurately reflect the material
facts of such transactions. In addition, our opinion is based on the
correctness of the following specific assumptions: (i) each of AIMCO, the
Partnerships, Property Asset Management Services, Inc., AIMCO/NHP Holdings,
Inc., AIMCO/NHP Properties, Inc. and any "qualified REIT subsidiary" of AIMCO
(within the meaning of section 856(i)(2) of the Internal Revenue Code of 1986,
as amended (the "Code")), has been and will continue to be operated in
accordance with the laws of the jurisdiction in which it was formed and in the
manner described in the relevant partnership agreement or other organizational
documents and in the Registration Statement; and (ii) there have been no changes
in the applicable laws of the State of Maryland or any other state under the
laws of which any of the Partnerships have been formed. In rendering our
opinion, we have also considered and relied upon the Code, the regulations
promulgated thereunder (the "Regulations"), administrative rulings and the other
interpretations of the Code and the Regulations by the courts and the Internal
Revenue Service, all as they exist at the date of this letter. With respect to
the latter assumption, it should be noted that statutes, regulations, judicial
decisions, and administrative interpretations are subject to change at any time
and, in some circumstances, with retroactive effect. Of course, a material
change which is made after the date hereof in any of the foregoing bases for our
opinion could affect our conclusions.
<PAGE>
Apartment Investment and
Management Company
September 23, 1997
Page 3
We express no opinion as to the laws of any jurisdiction other than
the Federal laws of the United States of America to the extent specifically
referred to herein.
Based on the foregoing, we are of the opinion that:
1. Commencing with AIMCO's initial taxable year ended December 31,
1994, AIMCO was organized in conformity with the requirements for qualification
as a real estate investment trust ("REIT") under the Code, and AIMCO's proposed
method of operation, and its actual method of operation since its formation,
will enable it to meet the requirements for qualification and taxation as a
REIT. As noted in the Registration Statement, qualification and taxation as a
REIT depend upon AIMCO's ability to meet, through actual annual operating
results, certain requirements, including requirements relating to distribution
levels and diversity of stock ownership, and the various qualification tests
imposed under the Code, the results of which will not be reviewed by us.
Accordingly, no assurance can be given that the actual results of AIMCO's
operation for any one taxable year will satisfy such requirements.
2. The discussion in the Registration Statement under the heading
"FEDERAL INCOME TAX CONSIDERATIONS" is, in all material respects, a fair and
accurate summary of the Federal income tax consequences of the purchase,
ownership, and disposition of the AIMCO Common Stock, subject to the
qualifications set forth therein.
Other than as expressly stated above, we express no opinion on any
issue relating to AIMCO, the Partnerships, or any investment therein.
This opinion is intended for the exclusive use of the person to whom
it is addressed, except as set forth herein, and it may not be used, circulated,
quoted or relied upon for any other purpose without our prior written consent.
We consent to the filing of this opinion with the Commission as an exhibit to
the Registration Statement. We also consent to the reference to our firm under
the caption "Legal Matters" in the Registration Statement. In giving this
consent, we do not thereby
<PAGE>
Apartment Investment and
Management Company
September 23, 1997
Page 4
admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules or regulations
of the Securities and Exchange Commission thereunder. This opinion is expressed
as of the date hereof, and we disclaim any undertaking to advise you of any
subsequent changes of the matters stated, represented, or assumed herein or any
subsequent changes in applicable law.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment
Investment and Management Company for the registration of 723,273 shares of
Class A Common Stock owned by Selling Stockholders and to the incorporation
by reference therein of (i) our report dated January 24, 1997, except for
Note 4 and Note 20, as to which the date is March 25, 1997, with respect to
the consolidated financial statements and schedule of Apartment Investment
and Management Company included in its Annual Report (Form 10-K) for the year
ended December 31, 1996, filed with the Securities and Exchange Commission
(the "Annual Report"), (ii) our report dated January 20, 1995, with respect
to the combined financial statements and schedule of the AIMCO Predecessors
(as defined in the notes thereto) included in the Annual Report, (iii) our
report dated January 8, 1997 with respect to the Historical Summary of Gross
Income and Direct Operating Expenses of Villa Ladera Apartments for the year
ended December 31, 1995 included in Apartment Investment and Management
Company's Current Report on Form 8-K dated December 19, 1996, filed with the
Securities and Exchange Commission, and (iv) our report dated May 27, 1997
with respect to the Historical Summary of Gross Income and Direct Operating
Expenses of The Bay Club at Aventura for the year ended December 31, 1996
included in Amendment No. 1 to Apartment Investment and Management Company's
Current Report on Form 8-K dated June 3, 1997, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
/s/ Ernst & Young LLP
Dallas, Texas
September 19, 1997
<PAGE>
EXHIBIT 23.4
CONSENT OF SHUMAKER, LOOP & KENDRICK, LLP
We consent to the reference to our firm under the caption "Legal Matters"
in the Registration Statement on Form S-3 filed with the Securities and
Exchange Commission as of the date hereof and the related Prospectus of
Apartment Investment and Management Company.
SHUMAKER, LOOP & KENDRICK, LLP
By: /s/ John S. Inglis
-------------------------------
John S. Inglis
Managing Partner
Tampa, Florida
September 22, 1997
<PAGE>
Exhibit 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 and related Prospectus,
filed with the Securities Exchange Commission by Apartment Investment and
Management Company ("AIMCO") for the registration of shares of its Class A
Common Stock, of our report for NHP Incorporated dated April 23, 1997,
included in Amendment No. 1 to AIMCO's Current Report on Form 8-K/A dated
April 16, 1997, and to all references to our Firm included in this
Registration Statement.
We further consent to the incorporation by reference in this Registration
Statement on Form S-3 and related Prospectus of our report for NHP Real
Estate Companies (as defined in Note 1) dated May 5, 1997 (except with
respect to the matters discussed in Note 17, as to which the date is June 3,
1997), included in Amendment No. 3 to AIMCO's Current Report on Form 8-K/A
dated June 3, 1997, and to all references to our Firm included in this
Registration Statement.
We further consent to the incorporation by reference in this Registration
Statement on Form S-3 and related Prospectus of our reports with respect to
the entities detailed below, all included in AIMCO's Current Report on Form
8-K/A dated June 3, 1997, and to all references to our Firm included in this
Registration Statement.
<TABLE>
Entities Periods Report Date
- -------------------------- ------------------------------ --------------------------
<S> <C> <C>
NHP Southwest Partners, LP Period from January 20, 1995 to April 11,1997 (except with
December 31, 1995, and the Year respect to the matters
ended December 31, 1996 discussed in Note 7, as to
which the date is June 3,
1997)
NHP New LP Entities Period from January 20, 1995 to February 20, 1997 (except
(as defined in Note 1) December 31, 1995, and the Year with respect to the
ended December 31, 1996 matters discussed in
Note 8, as to which the
date is June 3, 1997)
NHP Borrower Entities Period from January 20, 1995 to February 20, 1997 (except
(as defined in Note 1) December 31, 1995, and the Year with respect to the matters
ended December 31, 1996 discussed in Note 8, as to
which the date is June 3,
1997)
</TABLE>
/s/ Arthur Andersen LLP
Washington, D.C.
September 22, 1997
<PAGE>
Exhibit 23.6
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Apartment Investment and Management Company (AIMCO) on Form S-3 (to
register 723,273 shares of Class A Common Stock) of our reports on the
financial statements of certain Partnerships for the year ended December 31,
1994, incorporated by reference in AIMCO's Current Report on Form 8-K/A
Amendment No. 3, which reports are dated as shown in the following
Appendices (Items 1 through 5), and as indicated below (Items 6 through 16):
1) Appendix A-94
2) Appendix B-94 (each of which expresses an unqualified opinion and
includes an explanatory paragraph relating to the Partnership's ability
to continue as a going concern)
3) Appendix C-94 (each of which expresses a qualified opinion as a result of
cumulative unpaid distributions recorded according to HUD guidelines
which is not in accordance with generally accepted accounting principles)
4) Appendix D-94 (each of which expresses an unqualified opinion and
includes an explanatory paragraph relating to the change in 1993 of the
Partnership's method of computing depreciation)
5) Appendix E-94 (each of which expresses an unqualified opinion and
includes an explanatory paragraph relating to the expiration of a Housing
Assistance Payment Contract)
6) Franklin Northwoods Associates, A Limited Partnership, dated March 3,
1995 (which expresses an unqualified opinion and includes an explanatory
paragraph noting that the mortgage lender has the option to require full
payment of all amounts outstanding after December 1, 1994)
7) Franklin Woods Associates, A Limited Partnership, dated March 14, 1995
(which expresses an unqualified opinion and includes an explanatory
paragraph noting that the mortgage note payable and related accrued
interest are due June 30, 1997)
8) Green Mountain Manor Limited Partnership, dated February 17, 1995 (which
expresses an unqualified opinion and includes explanatory paragraphs
relating to the expiration of a Housing Assistance Payment Contract and a
deferred acquisition note and related accrued interest which is due on
February 17, 1996)
Page 1 of 3
<PAGE>
9) Hilltop Apartment Associates, A Limited Partnership, dated February 13,
1995 (which expresses an unqualified opinion and includes explanatory
paragraphs relating to the change in 1993 of the Partnership's method of
computing depreciation and the Partnership's revised estimate in 1993 of
interest due on loans from one of its partners)
10) Leyden Limited Partnership, dated February 8, 1995 (which expresses an
unqualified opinion and includes explanatory paragraphs relating to the
Partnership's ability to continue as a going concern and the correction
of the Partnership's method of computing accrued interest on a deferred
acquisition note)
11) Madison Hill Limited Partnership, dated March 1, 1995 (which expresses an
unqualified opinion and includes an explanatory paragraph relating to the
transfer of substantially all of its assets, liabilities and its deed in
lieu of foreclosure, during February 1995, in return for $50,000)
12) Montblanc Garden Apartments Associates, A Limited Partnership, dated
March 17, 1995 (which expresses an unqualified opinion and includes an
explanatory paragraph relating to a disputed outstanding mortgage
principal balance)
13) Pavilion Associates, A Limited Partnership, dated January 19, 1995 (which
expresses an unqualified opinion and includes an explanatory paragraph
relating to a deferred acquisition note and related accrued interest, and
real estate notes payable which are due February 16, 1996)
14) Spring Meadow Limited Partnership, dated February 13, 1995 (which
expresses an unqualified opinion and includes explanatory paragraphs
relating to the Partnership's ability to continue as a going concern and
the correction of the Partnership's method of computing accrued interest
on a deferred acquisition note and the correction of an error relating to
Partnership cash reflected in the financial statements)
15) Spruce Limited Partnership, dated February 6, 1995 (which expresses an
unqualified opinion and includes an explanatory paragraph relating to the
correction of the Partnership's method of computing accrued interest on a
deferred acquisition note for the years 1992 and prior and the correction
of an error relating to Partnership cash reflected in the financial
statements)
16) Waterman Limited Partnership, dated January 13, 1995 (which expresses a
qualified opinion as a result of cumulative unpaid distributions recorded
according to HUD guidelines which is not in accordance with generally
accepted accounting principles, and includes an explanatory paragraph
regarding a deferred acquisition note and related accrued interest which
is due on April 18, 1996),
Page 2 of 3
<PAGE>
We also consent to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
McLean, Virginia
September 22, 1997
Page 3 of 3
<PAGE>
<TABLE>
<CAPTION>
Appendix A-94
PARTNERSHIP REPORT DATE
- ----------- -----------
<S> <C>
107-145 West 135th Street Associates February 9, 1995
Algonquin Tower Limited Partnership February 9, 1995
All Hallows Associates January 26, 1995
Allentown Towne House Limited Partnership January 26, 1995
Anglers Manor Associates February 2, 1995
Antioch Apartments, Ltd. January 11, 1995
Arvada House Associates February 2, 1995
Audobon Park Associates January 12, 1995
Baldwin Oaks Elderly, Ltd. February 6, 1995
Baldwin Towers Associates February 10, 1995
Basswood Manor Limited Partnership January 25, 1995
Bayview Hunters Point Apartments January 26, 1995
Bensalem Gardens Associates February 3, 1995
Berkley Limited Partnership February 14, 1995
Bloomsburg Elderly Associates February 1, 1995
Briarwood Apartments January 19, 1995
Brinton Manor No. 1 Associates January 21, 1995
Brinton Towers Associates January 24, 1995
Brookside Apartments Associates February 1, 1995
Buena Vista Apartments, Ltd. January 16, 1995
Cabell Associates of Lakeview January 21, 1995
California Square Limited Partnership January 30, 1995
California Square II Limited Partnership January 30, 1995
Campbell Heights Associates February 2, 1995
Canterbury Gardens Associates February 1, 1995
Capital Park Limited Partnership January 19, 1995
Center Square Associates January 25, 1995
Chapel NDP January 30, 1995
Cheyenne Village Apartments, Ltd. February 3, 1995
College Heights January 19, 1995
College Park Apartments February 8, 1995
College Park Associates January 27, 1995
Community Developers of High Point January 30, 1995
Congress Park Associates II February 9, 1995
Copperwood Limited January 31, 1995
Copperwood II Limited January 25, 1995
Cypress Gardens, Limited January 20, 1995
Darby Townhouses Associates January 18, 1995
Darbytown Development Associates January 11, 1995
Delcar-S, Ltd. January 9, 1995
Delcar-T, Ltd. January 20, 1995
DIP Limited Partnership January 20, 1995
DIP Limited Partnership-II February 3, 1995
DIP Limited Partnership III February 15, 1995
</TABLE>
Page 1
<PAGE>
<TABLE>
<CAPTION>
Appendix A-94
PARTNERSHIP REPORT DATE
- ----------- -----------
<S> <C>
Discovery Limited Partnership February 7, 1995
Doral Gardens Associates February 1, 1995
Duquesne Associates No. 1 January 16, 1995
Edmond Estates Limited Partnership January 21, 1995
Elden Limited Partnership January 30, 1995
Esbro Limited Partnership January 12, 1995
Fairmont #1 Limited Partnership February 3, 1995
Fairmont #2 Limited Partnership February 6, 1995
Fairwood Associates February 6, 1995
Federal Square Village January 18, 1995
Field Associates January 21, 1995
Forest Green Limited Partnership January 16, 1995
Forest Park Elderly Associates January 13, 1995
Forrester Gardens, Ltd. January 12, 1995
Fort Carson Associates January 12, 1995
Foxwood Manor Associates January 11, 1995
Franklin Chapel Hill Associates February 23, 1995
Franklin Park Limited Partnership February 9, 1995
Friendset Housing Company January 17, 1995
Frio Housing, Ltd. February 2, 1995
G.W. Carver Limited January 26, 1995
Galion Limited Partnership January 30, 1995
Garfield Hill Associates January 17, 1995
Gateway Village Associates January 18, 1995
Gladys Hampton Houses Associates February 6, 1995
Golden Apartments I February 6, 1995
Golden Apartments II March 1, 1995
Grandview Apartments January 11, 1995
Greater Mount Calvary Terrace, Ltd. January 18, 1995
Greater Richmond Community Development February 14, 1995
Corp. I and Associates
Greater Richmond Community Development February 13, 1995
Corp. II and Associates
Griffith Limited Partnership January 11, 1995
Gulfway Limited Partnership January 13, 1995
H.R.H. Properties, Ltd. February 3, 1995
Hamilton Heights Associates January 26, 1995
Harold House Limited Partnership January 14, 1995
Hatillo Housing Associates March 17, 1995
Hickory Ridge Associates, Ltd. January 19, 1995
Hillcrest Green Apartments, Ltd. January 10, 1995
Hillside Village Associates February 9, 1995
Hilltop Limited Partnership January 17, 1995
Hopkins Renaissance Associates February 1, 1995
</TABLE>
Page 2
<PAGE>
<TABLE>
<CAPTION>
Appendix A-94
PARTNERSHIP REPORT DATE
- ----------- -----------
<S> <C>
Hudson Terrace Associates January 26, 1995
Hurbell II Limited Partnership January 13, 1995
Indian Valley I Limited Partnership January 30, 1995
Indian Valley II Limited Partnership January 30, 1995
Indian Valley III Limited Partnership January 30, 1995
Ingram Square Apartments, Ltd. January 26, 1995
Jamestown Village Associates January 12, 1995
Jersey Park Associates January 20, 1995
JFK Associates January 26, 1995
Johnston Square Associates January 17, 1995
JVL 16 Associates January 16, 1995
Kennedy Homes Limited Partnership January 17, 1995
Key Parkway West Associates January 30, 1995
Kimberly Associates Limited Partnership January 10, 1995
La Salle Apartments January 17, 1995
La Vista Associates February 9, 1995
Lafayette Manor Associates February 15, 1995
Lafayette Towne Elderly, Ltd. February 3, 1995
Lafayette Towne Family, Ltd. February 3, 1995
Lake Forest Apartments January 20, 1995
Las Americas Housing Associates March 17, 1995
Lassen Associates January 31, 1995
Laurel Gardens February 1, 1995
Lewisburg Associates January 26, 1995
Lewisburg Elderly Associates January 19, 1995
Lincmar Associates January 31, 1995
Lincoln Park Associates February 3, 1995
Lock Haven Elderly Associates February 7, 1995
Lock Haven Gardens Associates January 30, 1995
Loring Towers Apartments Limited Partnership January 12, 1995
M & P Development Company January 13, 1995
Maple Park East Limited Partnership January 17, 1995
Maple Park West Limited Partnership January 10, 1995
Mayfair Manor Limited Partnership January 16, 1995
Meadowood Apartments-Phase I (Meadowood January 17, 1995
Associates, Ltd.)
Meadowood Apartments-Phase II (Meadowood January 12, 1995
Associates, Ltd.)
Meadows Apartments Limited Partnership January 23, 1995
Meadows East Apartments Limited Partnership January 17, 1995
Menlo Limited Partnership January 13, 1995
Merced Commons II February 7, 1995
Mill Street Associates February 3, 1995
Miramar Housing Associates March 17, 1995
</TABLE>
Page 3
<PAGE>
<TABLE>
<CAPTION>
Appendix A-94
PARTNERSHIP REPORT DATE
- ----------- -----------
<S> <C>
Montblanc Housing Associates March 17, 1995
Morrisania Towers Housing Company January 25, 1995
Moss Gardens Ltd. February 1, 1995
Murphy Blair Associates III February 1, 1995
New Lake Village Apartments January 20, 1995
New West 111th Street Housing Company February 3, 1995
Newton Hill Limited Partnership January 30, 1995
Northgate Village Limited Partnership January 16, 1995
Northlake Terrace Associates February 8, 1995
Northwest Terrace Associates February 8, 1995
Oakland Village Townhouse Associates February 8, 1995
Ocala Place, Ltd. February 7, 1995
One Lytle Place February 2, 1995
One West Conway Associates February 22, 1995
Orange Village Associates February 8, 1995
Palm House Limited Partnership January 30, 1995
Park Avenue West I Limited Partnership January 30, 1995
Park Avenue West II Limited Partnership January 30, 1995
Park Creek Limited Partnership January 11, 1995
Place One Limited Partnership February 11, 1995
Portland Plaza Partnership February 7, 1995
Portner Place Associates February 15, 1995
Post Street Associates January 25, 1995
Pride Gardens Limited Partnership January 20, 1995
Pueblo Apartments Associates, Ltd. January 20, 1995
RI-15 Limited Partnership February 3, 1995
River Front Apartments Limited Partnership January 11, 1995
River Woods Associates February 13, 1995
Riverview II Associates January 27, 1995
Rockwell Limited Partnership January 13, 1995
Rolling Meadows Of Ada, Ltd. January 10, 1995
Ruffin Road Associates February 6, 1995
Rutherford Park Townhouses Associates February 8, 1995
San Jose Limited Partnership January 12, 1995
San Juan Del Centro Limited Partnership January 17, 1995
Sencit Towne House Limited Partnership January 25, 1995
Shoreview Apartments February 8, 1995
Site 10 Community Alliance Associates February 7, 1995
Sleepy Hollow Apartments January 26, 1995
SNI Development Company January 24, 1995
Southmont Apartments January 31, 1995
Southward Limited Partnership January 13, 1995
Stafford Apartments January 27, 1995
Stock Island Limited Partnership January 18, 1995
</TABLE>
Page 4
<PAGE>
<TABLE>
<CAPTION>
Appendix A-94
PARTNERSHIP REPORT DATE
- ----------- -----------
<S> <C>
Storey Manor Associates February 3, 1995
Strawbridge Square Associates Limited Partnership February 6, 1995
Summersong Townhouses Limited Partnership January 26, 1995
Sunrise Associates February 10, 1995
Sunset Plaza Apartments January 20, 1995
Susquehanna View Limited Partnership January 16, 1995
Timberlake Apartments Limited Partnership January 19, 1995
Timuquana Park Associates January 18, 1995
Tinker Creek Limited Partnership January 10, 1995
Town North January 18, 1995
Treeslope Apartments Associates January 26, 1995
Trinity Towers-14th Street Associates, Ltd. March 7, 1995
United Handicap Federation Apartment Associates February 13, 1995
United House Associates February 9, 1995
United Housing Partners-Carbondale, Ltd. February 8, 1995
United Redevelopment Associates January 26, 1995
University Plaza Associates February 9, 1995
Vantage 78 March 7, 1995
Villa De Guadalupe Associates January 16, 1995
Village Circle Apartments, Ltd. January 31, 1995
Village Green Limited Partnership January 20, 1995
Vistas De San Juan Associates February 13, 1995
Waico Apartments Associates January 17, 1995
Waico Phase II Associates February 1, 1995
Walden Oaks Associates January 31, 1995
Walmsley Terrace Associates January 18, 1995
Walnut Hills Associates, Ltd. January 13, 1995
Wash-West Properties January 31, 1995
Waters Towers Associates January 12, 1995
West Oak Village Limited Partnership January 27, 1995
Whitefield Place, Ltd. January 26, 1995
Woodmark Limited Partnership January 30, 1995
Yadkin Associates January 13, 1995
</TABLE>
Page 5
<PAGE>
Appendix B-94
<TABLE>
<CAPTION>
PARTNERSHIP REPORT DATE
- ----------- -----------
<S> <C>
Boynton Beach Limited Partnership March 17, 1995
Central Village Associates February 10, 1995
Cheek Road Limited Partnership February 7, 1995
Clay Courts Associates January 12, 1995
Eastman Associates January 24, 1995
Elm Creek Limited Partnership February 7, 1995
Fairmeadows Limited Partnership January 12, 1995
Fairview Homes Associates January 27, 1995
Franklin Eagle Rock Associates February 28, 1995
Franklin Pheasant Ridge Associates March 1, 1995
Franklin Ridgewood Associates February 24, 1995
Hamilton Gardens, Ltd. February 13, 1995
JVL Limited January 14, 1995
JVL 18 Associates February 3, 1995
JVL 19 Associates January 27, 1995
Langenheim Associates February 1, 1995
Meadowood Associates III, Ltd. January 15, 1995
New West 111th Street Two Associates January 25, 1995
Olde Rivertown Venture February 2, 1995
Retirement Manor Associates February 17, 1995
Royal Towers Limited Partnership January 12, 1995
Southridge Apartments Limited Partnership January 10, 1995
Springfield Limited Partnership January 13, 1995
Trinity Apartments January 13, 1995
Village Park II February 3, 1995
</TABLE>
<PAGE>
Appendix C-94
<TABLE>
<CAPTION>
PARTNERSHIP REPORT DATE
- ----------- -----------
<S> <C>
Cottonwood Apartments January 11, 1995
Kenneth Arms Apartments January 9, 1995
Knollcrest Apartments January 21, 1995
Manzanita Arms Apartments January 11, 1995
Overbrook Park, Ltd. January 23, 1995
Rancho Arms Apartments January 17, 1995
San Juan Apartments January 24, 1995
Trinity Hills Village Apartments January 13, 1995
Tumast Associates February 8, 1995
Verdes Del Oriente February 1, 1995
</TABLE>
<PAGE>
Appendix D-94
<TABLE>
<CAPTION>
PARTNERSHIP REPORT DATE
- ----------- -----------
<S> <C>
Cumberland Court Associates February 9, 1995
Maple Hill Associates February 15, 1995
Merced Commons I February 1, 1995
</TABLE>
<PAGE>
Appendix E-94
<TABLE>
<CAPTION>
PARTNERSHIP REPORT DATE
- ----------- -----------
<S> <C>
Brightwood Manor Associates January 26, 1995
Caroline Arms Limited Partnership January 18, 1995
Richlieu Associates February 11, 1995
Sherman Terrace Associates January 13, 1995
Washington Manor Limited Partnership January 26, 1995
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Apartment Investment and Management Company (AIMCO) on Form S-3 (to
register 723,273 shares of Class A Common Stock) of our reports on the
financial statements of certain Partnerships for the year ended December 31,
1995 (except for Item 4 below which is for the period January 1, 1995 to
August 7, 1995), incorporated by reference in AIMCO's Current Report on Form
8-K/A Amendment No. 3, which reports are dated as shown in the following
Appendices (Items 1 through 3), and as indicated below (Items 4 through 6):
1) Appendix A-95
2) Appendix B-95 (each of which expresses an unqualified opinion and includes
an explanatory paragraph relating to the Partnership's ability to continue
as a going concern)
3) Appendix C-95 (each of which expresses an unqualified opinion and refers to
the reports of other auditors)
4) Hamilton Gardens, Ltd., A Limited Partnership, dated September 7, 1995
(which expresses an unqualified opinion and includes an explanatory
paragraph relating to the sale, by court order, of the property owned by
the Partnership, pursuant to foreclosure proceedings and that title passed
to the new owners on August 8, 1995)
5) Spring Bright Limited Partnership, A Limited Partnership, dated March 11,
1996 (which expresses an unqualified opinion, refers to the report of
other auditors and includes an explanatory paragraph relating to the
Partnership's ability to continue as a going concern)
6) Wash-West Properties, A Limited Partnership, dated February 6, 1996 (which
expresses an unqualified opinion and includes an explanatory paragraph
relating to the correction of the Partnership's method of computing accrued
interest on the Redevelopment Authority promissory note)
We also consent to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
McLean, Virginia
September 22, 1997
<PAGE>
Appendix A-95
<TABLE>
<CAPTION>
PARTNERSHIP REPORT DATE
- ----------- -----------
<S> <C>
107-145 West 135th Street Associates February 7, 1996
Algonquin Tower Limited Partnership February 5, 1996
All Hallows Associates January 31, 1996
Allentown Towne House Limited Partnership January 25, 1996
Anglers Manor Associates February 8, 1996
Antioch Apartments, Ltd. February 5, 1996
Arvada House Associates January 30, 1996
Audobon Park Associates January 24, 1996
Baldwin Oaks Elderly, Ltd. February 12, 1996
Baldwin Towers Associates January 31, 1996
Basswood Manor Limited Partnership January 25, 1996
Bayview Hunters Point Apartments January 30, 1996
Bensalem Gardens Associates February 11, 1996
Berkley Limited Partnership February 7, 1996
Bloomsburg Elderly Associates February 3, 1996
Briarwood Apartments January 31, 1996
Brightwood Manor Associates January 31, 1996
Brinton Manor No. 1 Associates January 16, 1996
Brinton Towers Associates February 6, 1996
Brookside Apartments Associates January 31, 1996
Buena Vista Apartments, Ltd. January 20, 1996
Cabell Associates of Lakeview January 25, 1996
California Square Limited Partnership January 22, 1996
California Square II Limited Partnership January 23, 1996
Campbell Heights Associates February 5, 1996
Canterbury Gardens Associates February 6, 1996
Capital Park Limited Partnership January 18, 1996
Caroline Arms Limited Partnership January 31, 1996
Center Square Associates January 25, 1996
Chapel NDP February 6, 1996
Clay Courts Associates January 10, 1996
College Heights January 22, 1996
College Park Apartments February 15, 1996
College Park Associates February 13, 1996
Community Developers of High Point January 27, 1996
Congress Park Associates II January 15, 1996
Copperwood Limited February 2, 1996
Copperwood II Limited February 7, 1996
Cumberland Court Associates January 31, 1996
Cypress Gardens, Limited January 22, 1996
Darby Townhouses Associates January 22, 1996
Darbytown Development Associates January 22, 1996
Delcar-S, Ltd. January 16, 1996
Delcar-T, Ltd. January 25, 1996
DIP Limited Partnership January 19, 1996
DIP Limited Partnership-II January 30, 1996
DIP Limited Partnership III January 31, 1996
Discovery Limited Partnership February 1, 1996
Doral Gardens Associates February 9, 1996
</TABLE>
Page 1
<PAGE>
Appendix A-95
<TABLE>
<CAPTION>
PARTNERSHIP REPORT DATE
- ----------- -----------
<S> <C>
Duquesne Associates No. 1 January 12, 1996
Edmond Estates Limited Partnership January 17, 1996
Elden Limited Partnership January 30, 1996
Esbro Limited Partnership January 14, 1996
Fairmont #1 Limited Partnership January 26, 1996
Fairmont #2 Limited Partnership February 8, 1996
Fairview Homes Associates January 23, 1996
Fairwood Associates February 7, 1996
Federal Square Village January 31, 1996
Field Associates February 3, 1996
Forest Green Limited Partnership January 24, 1996
Forest Park Elderly Associates February 7, 1996
Forrester Gardens, Ltd. January 10, 1996
Fort Carson Associates January 15, 1996
Foxwood Manor Associates February 15, 1996
Franklin Chapel Hill Associates February 5, 1996
Franklin Eagle Rock Associates February 15, 1996
Franklin Park Limited Partnership January 30, 1996
Franklin Pheasant Ridge Associates February 14, 1996
Franklin Woods Associates February 23, 1996
Friendset Housing Company February 21, 1996
Frio Housing, Ltd. February 2, 1996
G.W. Carver Limited January 24, 1996
Galion Limited Partnership January 25, 1996
Garfield Hill Associates February 6, 1996
Gateway Village Associates January 18, 1996
Gladys Hampton Houses Associates February 6, 1996
Golden Apartments I January 31, 1996
Golden Apartments II February 8, 1996
Grandview Apartments January 16, 1996
Greater Mount Calvary Terrace, Ltd. January 15, 1996
Greater Richmond Community Development Corp. I and Associates February 5, 1996
Greater Richmond Community Development Corp. II and Associates January 26, 1996
Griffith Limited Partnership January 17, 1996
Gulfway Limited Partnership January 18, 1996
H.R.H. Properties, Ltd. February 5, 1996
Hamilton Heights Associates February 14, 1996
Harold House Limited Partnership January 30, 1996
Hickory Ridge Associates, Ltd. February 2, 1996
Hillcrest Green Apartments, Ltd. January 11, 1996
Hillside Village Associates February 8, 1996
Hilltop Apartments Associates January 23, 1996
Hilltop Limited Partnership January 19, 1996
Hopkins Renaissance Associates February 14, 1996
Hudson Terrace Associates January 31, 1996
Hurbell II Limited Partnership January 20, 1996
Hurbell III Limited Partnership January 20, 1996
</TABLE>
Page 2
<PAGE>
Appendix A-95
<TABLE>
<CAPTION>
PARTNERSHIP REPORT DATE
- ----------- -----------
<S> <C>
Indian Valley I Limited Partnership January 24, 1996
Indian Valley II Limited Partnership January 26, 1996
Indian Valley III Limited Partnership January 25, 1996
Ingram Square Apartments, Ltd. January 25, 1996
Jamestown Village Associates January 25, 1996
Jersey Park Associates January 17, 1996
JFK Associates February 15, 1996
Johnston Square Associates January 15, 1996
JVL 16 Associates January 18, 1996
Kennedy Homes Limited Partnership January 17, 1996
Key Parkway West Associates January 24, 1996
Kimberly Associates Limited Partnership January 15, 1996
La Salle Apartments February 5, 1996
La Vista Associates February 8, 1996
Lafayette Manor Associates February 9, 1996
Lafayette Towne Elderly, Ltd. January 17, 1996
Lafayette Towne Family, Ltd. January 25, 1996
Lake Forest Apartments January 19, 1996
Las Americas Housing Associates January 30, 1996
Lassen Associates February 2, 1996
Laurel Gardens January 31, 1996
Lewisburg Associates January 29, 1996
Lewisburg Elderly Associates February 6, 1996
Lincmar Associates January 26, 1996
Lincoln Park Associates February 7, 1996
Lock Haven Elderly Associates February 12, 1996
Lock Haven Gardens Associates January 29, 1996
Loring Towers Apartments Limited Partnership January 18, 1996
M & P Development Company January 31, 1996
Maple Hill Associates February 3, 1996
Mayfair Manor Limited Partnership January 16, 1996
Meadowood Associates III, Ltd. January 18, 1996
Meadows Apartments Limited Partnership February 5, 1996
Meadows East Apartments Limited Partnership January 29, 1996
Menlo Limited Partnership January 11, 1996
Merced Commons I January 30, 1996
Merced Commons II January 23, 1996
Mill Street Associates February 1, 1996
Miramar Housing Associates January 29, 1996
Montblanc Garden Apartments Associates February 9, 1996
Montblanc Housing Associates January 31, 1996
Morrisania Towers Housing Company January 31, 1996
Moss Gardens Ltd. February 1, 1996
Murphy Blair Associates III February 7, 1996
National Housing Partnership Realty Fund IV March 19, 1996
National Housing Partnership RESI Associates I March 18, 1996
New Lake Village Apartments January 26, 1996
New West 111th Street Housing Company February 12, 1996
Newton Hill Limited Partnership January 24, 1996
</TABLE>
Page 3
<PAGE>
Appendix A-95
<TABLE>
<CAPTION>
PARTNERSHIP REPORT DATE
- ----------- -----------
<S> <C>
Northgate Village Limited Partnership January 19, 1996
Northlake Terrace Associates January 26, 1996
Northwest Terrace Associates February 19, 1996
Oakland Village Townhouse Associates February 12, 1996
Ocala Place, Ltd. January 31, 1996
One Lytle Place February 20, 1996
One West Conway Associates February 7, 1996
Orange Village Associates January 31, 1996
Palm House Limited Partnership January 30, 1996
Park Avenue West I Limited Partnership January 31, 1996
Park Avenue West II Limited Partnership January 26, 1996
Place One Limited Partnership February 13, 1996
Point West Limited Partnership January 31, 1996
Portfolio Properties Five Associates March 4, 1996
Portfolio Properties Six Associates March 6, 1996
Portfolio Properties Twelve Associates March 22, 1996
Portfolio Properties Two Associates March 2, 1996
Portland Plaza Partnership January 24, 1996
Portner Place Associates January 25, 1996
Post Street Associates February 6, 1996
Pueblo Apartments Associates, Ltd. January 22, 1996
RI-15 Limited Partnership February 9, 1996
Richlieu Associates February 20, 1996
River Front Apartments Limited Partnership January 31, 1996
River Woods Associates January 30, 1996
Riverview II Associates January 17, 1996
Rockwell Limited Partnership January 17, 1996
Rolling Meadows Of Ada, Ltd. January 15, 1996
Ruffin Road Associates February 7, 1996
Rutherford Park Townhouses Associates February 1, 1996
San Jose Limited Partnership January 13, 1996
San Juan Del Centro Limited Partnership January 24, 1996
Sencit Towne House Limited Partnership January 25, 1996
Sherman Terrace Associates January 31, 1996
Shoreview Apartments February 1, 1996
Site 10 Community Alliance Associates January 26, 1996
SNI Development Company February 5, 1996
Southmont Apartments February 5, 1996
Southward Limited Partnership January 19, 1996
Spruce Limited Partnership February 10, 1996
Spruce Palm Limited Partnership March 11, 1996
Stafford Apartments January 26, 1996
Stock Island Limited Partnership February 16, 1996
Storey Manor Associates January 30, 1996
Strawbridge Square Associates Limited Partnership February 7, 1996
Summersong Townhouses Limited Partnership January 25, 1996
Sunrise Associates January 27, 1996
Sunset Plaza Apartments January 18, 1996
Susquehanna View Limited Partnership January 17, 1996
</TABLE>
Page 4
<PAGE>
Appendix A-95
<TABLE>
<CAPTION>
PARTNERSHIP REPORT DATE
- ----------- -----------
<S> <C>
Timuquana Park Associates January 18, 1996
Tinker Creek Limited Partnership January 15, 1996
Town North January 17, 1996
Townview Towers I Partnership, Ltd. February 11, 1996
Treeslope Apartments Associates January 26, 1996
Trinity Towers-14th Street Associates, Ltd. February 18, 1996
United Handicap Federation Apartment Associates February 8, 1996
United House Associates February 9, 1996
United Housing Partners-Carbondale, Ltd. February 10, 1996
United Redevelopment Associates January 27, 1996
University Plaza Associates February 14, 1996
Vantage 78 February 16, 1996
Villa De Guadalupe Associates January 11, 1996
Village Circle Apartments, Ltd. February 1, 1996
Village Green Limited Partnership January 19, 1996
Vistas De San Juan Associates January 25, 1996
Waico Apartments Associates January 17, 1996
Waico Phase II Associates January 30, 1996
Walden Oaks Associates February 10, 1996
Walmsley Terrace Associates January 20, 1996
Walnut Hills Associates, Ltd. January 26, 1996
Washington Manor Limited Partnership February 5, 1996
Waters Towers Associates January 15, 1996
Whitefield Place, Ltd. January 26, 1996
Woodmark Limited Partnership January 24, 1996
Yadkin Associates January 15, 1996
</TABLE>
Page 5
<PAGE>
Appendix B-95
PARTNERSHIP REPORT DATE
- ----------- -----------
Central Village Associates January 17, 1996
Cheek Road Limited Partnership February 15, 1996
Darby Townhouses Limited Partnership March 6, 1996
Doral Limited Partnership March 12, 1996
Eastman Associates January 29, 1996
Fairmeadows Limited Partnership January 20, 1996
Franklin Ridgewood Associates February 15, 1996
Green Mountain Manor Limited Partnership February 19, 1996
Hatillo Housing Associates February 28, 1996
JVL Limited January 15, 1996
JVL 18 Associates January 20, 1996
JVL 19 Associates January 23, 1996
Langenheim Associates January 31, 1996
Leyden Limited Partnership February 14, 1996
Maple Park East Limited Partnership February 1, 1996
Maple Park West Limited Partnership February 1, 1996
Meadowood Apartments-Phase I (Meadowood Associates, Ltd.) January 16, 1996
Meadowood Apartments-Phase II (Meadowood Associates, Ltd.) January 14, 1996
Meadowood Townhouses I Limited Partnership February 27, 1996
Meadowood Townhouses III Limited Partnership February 29, 1996
New West 111th Street Two Associates January 22, 1996
Olde Rivertown Venture January 19, 1996
Park Creek Limited Partnership January 15, 1996
Pavilion Associates January 18, 1996
Portfolio Properties Three Associates March 4, 1996
Retirement Manor Associates February 2, 1996
Royal Towers Limited Partnership January 23, 1996
Southridge Apartments Limited Partnership January 15, 1996
Spring Meadow Limited Partnership February 15, 1996
Timberlake Apartments Limited Partnership January 23, 1996
Trinity Apartments March 18, 1996
Village Park II February 19, 1996
West Oak Village Limited Partnership January 31, 1996
<PAGE>
Appendix C-95
PARTNERSHIP REPORT DATE
- ----------- -----------
National Housing Partnership Realty Fund I March 11, 1996
National Housing Partnership Realty Fund Two March 13, 1996
National Housing Partnership Realty Fund III March 15, 1996
Portfolio Properties Seven Associates March 6, 1996
Portfolio Properties Eight Associates March 12, 1996
Portfolio Properties Nine Associates March 13, 1996
Portfolio Properties Ten Associates March 7, 1996
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Apartment Investment and Management Company (AIMCO) on Form S-3 (to
register 723,273 shares of Class A Common Stock) of our reports on the
financial statements of certain Partnerships for the year ended December 31,
1996 (except for Item 4 below which is for the period January 1, 1996 to July
15, 1996), incorporated by reference in AIMCO's Current Report on Form 8-K/A
Amendment No. 3, which reports are dated as shown in the following
Appendices (Items 1 through 3), and as indicated below (Items 4 through 9):
1) Appendix A-96
2) Appendix B-96 (each of which expresses an unqualified opinion and includes
an explanatory paragraph relating to the Partnership's ability to continue
as a going concern)
3) Appendix C-96 (each of which expresses an unqualified opinion and refers to
the reports of other auditors)
4) Foxwood Manor Associates, A Limited Partnership, dated September 30, 1996
(December 31, 1996 as to Note 8) (which expresses an unqualified opinion
and includes an explanatory paragraph relating to the Partnership's sale of
the land, rental property and substantially all of its assets and
liabilities on July 16, 1996)
5) Hickory Ridge Associates, Ltd., A Limited Partnership, dated February 13,
1997 (which expresses an unqualified opinion and includes an explanatory
paragraph relating to the Partnership's financial loss due to the alleged
misappropriation of funds by former employees and falsifications of
documents to the Department of Housing and Urban Development)
6) Ocala Place, Ltd., A Limited Partnership, dated January 23, 1997 (which
expresses an unqualified opinion and includes an explanatory paragraph
relating to the Partnership's financial loss due to the alleged
misappropriation of funds by former employees and falsification of
documents to the Department of Housing and Urban Development)
7) Portfolio Properties Seven Associates, A Limited Partnership, dated
February 24, 1997 (which expresses an unqualified opinion, refers to the
report of other auditors and includes an explanatory paragraph relating to
the Partnership's ability to continue as a going concern)
Page 1 of 2
<PAGE>
8) Spring Bright Limited Partnership, A Limited Partnership, dated February
22, 1997 (which expresses an unqualified opinion, refers to the report of
other auditors and includes an explanatory paragraph relating to the
Partnership's ability to continue as a going concern)
9) Village Park II, A Limited Partnership, dated March 21, 1997 (which
expresses an unqualified opinion and includes explanatory paragraphs
relating to the Partnership's filing for reorganization under Chapter 11 of
the United States Bankruptcy Code and the Partnership's deeding its land,
rental property and substantially all of its assets to the mortgagee in
lieu of foreclosure on March 21, 1997)
We also consent to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
McLean, Virginia
September 22, 1997
Page 2 of 2
<PAGE>
Appendix A-96
<TABLE>
<CAPTION>
PARTNERSHIP REPORT DATE
- ----------- -----------
<S> <C>
107-145 West 135th Street Associates February 14, 1997
Algonquin Tower Limited Partnership February 12, 1997
All Hallows Associates February 6, 1997
Allentown Towne House Limited Partnership January 19, 1997
Anglers Manor Associates January 31, 1997
Antioch Apartments, Ltd. February 4, 1997
Arvada House Associates February 7, 1997
Audobon Park Associates January 28, 1997
Baldwin Oaks Elderly, Ltd. January 17, 1997
Baldwin Towers Associates January 23, 1997
Basswood Manor Limited Partnership January 31, 1997
Bayview Hunters Point Apartments January 17, 1997
Bensalem Gardens Associates February 3, 1997
Berkley Limited Partnership February 8, 1997
Bloomsburg Elderly Associates January 13, 1997
Briarwood Apartments January 20, 1997
Brightwood Manor Associates January 24, 1997
Brinton Manor No. 1 Associates January 20, 1997
Brinton Towers Associates January 31, 1997
Brookside Apartments Associates January 15, 1997
Buena Vista Apartments, Ltd. January 16, 1997
Cabell Associates of Lakeview January 28, 1997
California Square Limited Partnership January 11, 1997
California Square II Limited Partnership January 28, 1997
Campbell Heights Associates January 29, 1997
Canterbury Gardens Associates February 5, 1997
Capital Park Limited Partnership January 17, 1997
Caroline Arms Limited Partnership January 17, 1997
Center Square Associates February 5, 1997
Chapel NDP February 4, 1997
Clay Courts Associates January 17, 1997
College Heights February 1, 1997
College Park Apartments February 6, 1997
College Park Associates February 7, 1997
Community Developers of High Point January 23, 1997
Congress Park Associates II February 11, 1997
Copperwood Limited January 20, 1997
Copperwood II Limited January 21, 1997
Cumberland Court Associates February 1, 1997
Darby Townhouses Associates February 5, 1997
Darbytown Development Associates January 24, 1997
Delcar-S, Ltd. January 16, 1997
Delcar-T, Ltd. January 16, 1997
DIP Limited Partnership January 10, 1997
DIP Limited Partnership-II February 13, 1997
DIP Limited Partnership III January 29, 1997
Discovery Limited Partnership January 16, 1997
Doral Gardens Associates February 3, 1997
</TABLE>
Page 1
<PAGE>
Appendix A-96
<TABLE>
<CAPTION>
PARTNERSHIP REPORT DATE
- ----------- -----------
<S> <C>
Duquesne Associates No. 1 January 15, 1997
Edmond Estates Limited Partnership January 11, 1997
Elden Limited Partnership January 20, 1997
Fairmeadows Limited Partnership January 20, 1997
Fairmont #1 Limited Partnership January 30, 1997
Fairmont #2 Limited Partnership January 30, 1997
Fairview Homes Associates February 3, 1997
Fairwood Associates February 6, 1997
Federal Square Village January 20, 1997
Field Associates January 23, 1997
Forest Green Limited Partnership January 10, 1997
Forest Park Elderly Associates February 12, 1997
Forrester Gardens, Ltd. January 23, 1997
Fort Carson Associates January 21, 1997
Franklin Chapel Hill Associates February 12, 1997
Franklin Eagle Rock Associates February 1, 1997
Franklin Park Limited Partnership February 10, 1997
Franklin Ridgewood Associates Limited Partnership and
NHP Ridgewood Partners Limited Partnership February 15, 1997
Friendset Housing Company February 14, 1997
Frio Housing, Ltd. January 21, 1997
G.W. Carver Limited February 13, 1997
Galion Limited Partnership January 30, 1997
Garfield Hill Associates February 7, 1997
Gateway Village Associates January 17, 1997
Gladys Hampton Houses Associates February 8, 1997
Golden Apartments I February 12, 1997
Golden Apartments II February 14, 1997
Grandview Apartments January 15, 1997
Greater Mount Calvary Terrace, Ltd. January 21, 1997
Greater Richmond Community Development Corp. I and
Associates January 31, 1997
Greater Richmond Community Development Corp. II and
Associates January 30, 1997
H.R.H. Properties, Ltd. January 17, 1997
Hamilton Heights Associates January 28, 1997
Harold House Limited Partnership January 13, 1997
Hatillo Housing Associates February 4, 1997
Hillcrest Green Apartments, Ltd. January 25, 1997
Hillside Village Associates January 25, 1997
Hilltop Apartments Associates February 12, 1997
Hilltop Limited Partnership January 13, 1997
Hudson Terrace Associates January 31, 1997
Hurbell II Limited Partnership January 13, 1997
Hurbell III Limited Partnership January 15, 1997
Indian Valley I Limited Partnership January 30, 1997
Indian Valley II Limited Partnership January 30, 1997
Indian Valley III Limited Partnership January 29, 1997
Ingram Square Apartments, Ltd. February 6, 1997
Jamestown Village Associates January 22, 1997
</TABLE>
Page 2
<PAGE>
Appendix A-96
<TABLE>
<CAPTION>
PARTNERSHIP REPORT DATE
- ----------- -----------
<S> <C>
Jersey Park Associates February 1, 1997
JFK Associates February 3, 1997
Johnston Square Associates January 20, 1997
Kennedy Homes Limited Partnership February 1, 1997
Key Parkway West Associates February 4, 1997
Kimberly Associates Limited Partnership January 11, 1997
La Salle Apartments February 10, 1997
La Vista Associates February 10, 1997
Lafayette Manor Associates February 13, 1997
Lafayette Towne Elderly, Ltd. January 24, 1997
Lafayette Towne Family, Ltd. January 25, 1997
Lake Forest Apartments January 17, 1997
Las Americas Housing Associates February 8, 1997
Lassen Associates January 31, 1997
Laurel Gardens January 27, 1997
Lewisburg Associates January 25, 1997
Lewisburg Elderly Associates January 24, 1997
Lincmar Associates January 29, 1997
Lincoln Park Associates February 5, 1997
Lock Haven Elderly Associates February 11, 1997
Lock Haven Gardens Associates February 11, 1997
Loring Towers Apartments Limited Partnership January 22, 1997
M & P Development Company January 29, 1997
Maple Hill Associates February 9, 1997
Merced Commons I January 10, 1997
Merced Commons II January 27, 1997
Mill Street Associates February 3, 1997
Miramar Housing Associates February 13, 1997
Montblanc Garden Apartments Associates January 30, 1997
Montblanc Housing Associates January 27, 1997
Morrisania Towers Housing Company January 24, 1997
Moss Gardens Ltd. February 5, 1997
Murphy Blair Associates III February 10, 1997
National Housing Partnership RESI Associates I February 26, 1997
New Lake Village Apartments January 18, 1997
New West 111th Street Housing Company January 27, 1997
Newton Hill Limited Partnership January 30, 1997
Northgate Village Limited Partnership January 16, 1997
Northlake Terrace Associates January 27, 1997
Northwest Terrace Associates January 31, 1997
Oakland Village Townhouse Associates February 10, 1997
One Lytle Place January 29, 1997
One West Conway Associates February 4, 1997
Orange Village Associates January 16, 1997
Palm House Limited Partnership January 29, 1997
Park Avenue West I Limited Partnership January 30, 1997
Park Avenue West II Limited Partnership January 30, 1997
Place One Limited Partnership February 7, 1997
Point West Limited Partnership January 28, 1997
Portfolio Properties Five Associates February 21, 1997
Portfolio Properties Twelve Associates February 25, 1997
</TABLE>
Page 3
<PAGE>
Appendix A-96
<TABLE>
<CAPTION>
PARTNERSHIP REPORT DATE
- ----------- -----------
<S> <C>
Portland Plaza Partnership January 31, 1997
Portner Place Associates January 17, 1997
Post Street Associates January 31, 1997
Pueblo Apartments Associates, Ltd. January 23, 1997
PW III Associates February 12, 1997
PW IV Associates February 7, 1997
RI-15 Limited Partnership February 5, 1997
Richlieu Associates February 14, 1997
River Front Apartments Limited Partnership January 22, 1997
River Woods Associates January 30, 1997
Riverview II Associates January 14, 1997
Rolling Meadows Of Ada, Ltd. January 28, 1997
Ruffin Road Associates January 29, 1997
Rutherford Park Townhouses Associates January 10, 1997
San Jose Limited Partnership January 10, 1997
San Juan Del Centro Limited Partnership January 17, 1997
Sencit Towne House Limited Partnership January 27, 1997
Sherman Terrace Associates February 10, 1997
Shoreview Apartments February 10, 1997
Site 10 Community Alliance Associates February 3, 1997
SNI Development Company January 23, 1997
Southmont Apartments February 4, 1997
Southridge Apartments Limited Partnership January 10, 1997
Southward Limited Partnership January 20, 1997
Spruce Limited Partnership January 31, 1997
Spruce Palm Limited Partnership February 26, 1997
Stafford Apartments January 27, 1997
Stock Island Limited Partnership February 18, 1997
Storey Manor Associates February 5, 1997
Strawbridge Square Associates Limited Partnership February 14, 1997
Summersong Townhouses Limited Partnership February 5, 1997
Sunrise Associates February 10, 1997
Sunset Plaza Apartments February 5, 1997
Susquehanna View Limited Partnership January 16, 1997
Timberlake Apartments Limited Partnership February 7, 1997
Timuquana Park Associates January 29, 1997
Town North January 30, 1997
Townview Towers I Partnership, Ltd. February 10, 1997
Treeslope Apartments Associates January 27, 1997
Trinity Towers-14th Street Associates, Ltd. February 7, 1997
United Handicap Federation Apartment Associates February 3, 1997
United House Associates February 11, 1997
United Housing Partners-Carbondale, Ltd. February 7, 1997
United Redevelopment Associates January 27, 1997
University Plaza Associates February 14, 1997
Vantage 78 February 10, 1997
Villa De Guadalupe Associates February 6, 1997
Village Circle Apartments, Ltd. February 5, 1997
Village Green Limited Partnership January 17, 1997
</TABLE>
Page 4
<PAGE>
Appendix A-96
<TABLE>
<CAPTION>
PARTNERSHIP REPORT DATE
- ----------- -----------
<S> <C>
Vistas De San Juan Associates January 31, 1997
Waico Apartments Associates February 3, 1997
Waico Phase II Associates January 16, 1997
Walden Oaks Associates January 16, 1997
Walmsley Terrace Associates January 20, 1997
Walnut Hills Associates, Ltd. February 12, 1997
Wash-West Properties February 7, 1997
Washington Manor Limited Partnership January 14, 1997
Waters Towers Associates January 14, 1997
Whitefield Place, Ltd. February 4, 1997
Wigar, Ltd. January 20, 1997
Woodmark Limited Partnership January 18, 1997
Yadkin Associates February 10, 1997
</TABLE>
Page 5
<PAGE>
Appendix B-96
PARTNERSHIP REPORT DATE
- ----------- -----------
Central Village Associates January 30, 1997
Cheek Road Limited Partnership January 27, 1997
Darby Townhouses Limited Partnership February 20, 1997
Doral Limited Partnership February 27, 1997
Esbro Limited Partnership January 22, 1997
Franklin Pheasant Ridge Associates January 23, 1997
Franklin Woods Associates Limited Partnership
and Woods Mortgage Associates Limited
Partnership February 21, 1997
Green Mountain Manor Limited Partnership February 8, 1997
Griffith Limited Partnership January 20, 1997
Gulfway Limited Partnership January 17, 1997
JVL Limited January 20, 1997
JVL 16 Associates January 14, 1997
JVL 18 Associates January 15, 1997
JVL 19 Associates January 28, 1997
Maple Park East Limited Partnership January 30, 1997
Maple Park West Limited Partnership February 11, 1997
Mayfair Manor Limited Partnership January 21, 1997
Meadowood Apartments-Phase I (Meadowood
Associates, Ltd.) January 11, 1997
Meadowood Apartments-Phase II (Meadowood
Associates, Ltd.) January 10, 1997
Meadowood Associates III, Ltd. January 10, 1997
Meadowood Townhouses I Limited Partnership February 20, 1997
Meadowood Townhouses III Limited
Partnership February 19, 1997
Meadows Apartments Limited Partnership January 10, 1997
Meadows East Apartments Limited
Partnership January 16, 1997
Menlo Limited Partnership January 27, 1997
National Housing Partnership Realty Fund IV March 10, 1997
New West 111th Street Two Associates February 3, 1997
Olde Rivertown Venture February 19, 1997
Park Creek Limited Partnership February 13, 1997
Pavilion Associates February 6, 1997
Pershing Waterman Phase I January 30, 1997
Portfolio Properties Two Associates February 21, 1997
Portfolio Properties Three Associates February 22, 1997
Portfolio Properties Six Associates February 24, 1997
Rockwell Limited Partnership January 17, 1997
Royal Towers Limited Partnership February 13, 1997
Spring Meadow Limited Partnership January 28, 1997
Tinker Creek Limited Partnership January 16, 1997
Trinity Apartments January 11, 1997
West Oak Village Limited Partnership January 21, 1997
<PAGE>
Appendix C-96
<TABLE>
<CAPTION>
PARTNERSHIP REPORT DATE
- ----------- -----------
<S> <C>
National Housing Partnership Realty Fund I February 27, 1997
National Housing Partnership Realty Fund Two March 3, 1997
National Housing Partnership Realty Fund III March 6, 1997
Portfolio Properties Eight Associates March 14, 1997
Portfolio Properties Nine Associates February 27, 1997
Portfolio Properties Ten Associates February 26, 1997
</TABLE>
<PAGE>
Exhibit 23.7
Consent of Anders, Minkler, & Diehl LLP
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment
Investment and Management Company ("AIMCO") for the registration of shares of
its Class A Common Stock and to the incorporation by reference therein of our
reports dated February 3, 6, 9, 11, 14, 15 and 20, 1995 and our reports dated
February 9, 13 and 20, 1996 with respect to the audits of:
Pershing Waterman Phase I (DB I) Caroline Associates I
PW III Associates (DB II) Columbus Square Associates I
PW IV Associates (DB III) Columbus Square Associates II
PW V Associates (DB IV) Savoy Court Associates
PW VI Associates (DB V) Wigar, Ltd. (Winter Garden)
for the years ended December 31, 1994 and 1995, included in AIMCO's Current
Report on Form 8-K/A (as amended to date), dated June 3, 1997, and filed with
the Securities and Exchange Commission.
/s/ Anders, Minkler, & Diehl LLP
St. Louis, Missouri
September 22, 1997
<PAGE>
Exhibit 23.8
Dauby O'Connor & Zaleski
A Limited Liability Company
Certified Public Accountants
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of Apartment
Investment and Management Company ("AIMCO") for the registration of shares of
its Class A Common Stock and to the incorporation by reference therein of our
reports dated as referred to in Schedule I and Schedule II with respect to
the audits referred to in Schedule I and Schedule II for the year ended
December 31, 1994 and 1995, respectively included in AIMCO's Current Report
on Form 8-K/A (as amended to date), dated June 3, 1997, and filed with the
Securities and Exchange Commission.
/S/ Dauby O'Connor & Zaleski, LLC
September 22, 1997 Dauby O'Connor & Zaleski, LLC
Indianapolis, Indiana Certified Public Accountants
<PAGE>
SCHEDULE I
AUDITS FOR THE YEAR ENDED DECEMBER 31, 1994
Report Date Partnership Name
January 7, 1995 Brookview Apartments Company Limited
March 13, 1995 Clover Ridge East Limited Partnership
January 7, 1995 Colony Apartments Company Limited
January 25, 1995 East Hampton Limited Partnership
January 25, 1995 Edgewood II Associates
January 20, 1995 Fairburn & Gordon Associates, Phase I
January 20, 1995 Fairburn & Gordon Associates, Phase II
January 30, 1995 Laing Village
January 25, 1995 Oakland City/West End Associates, Ltd.
January 30, 1995 Orangeburg Manor
February 6, 1995 except for Note 8
which is dated June 9, 1995 Parkways Associates
January 25, 1995 Pleasant Valley Apartments, Ltd.
January 25, 1995 Sandy Springs Associates, Ltd.
February 8, 1995 The Oak Park Partnership
February 6, 1995, except for Note 8
which is dated June 9, 1995 The Rogers Park Partnership
February 8, 1995 Tiffany Rehab Associates
January 20, 1995 Village Green Apartments Company Limited
January 25, 1995 Vineville Towers Associates, Ltd.
January 20, 1995 Westgate Apartments
<PAGE>
SCHEDULE II
AUDITS FOR THE YEAR ENDED DECEMBER 31, 1995
Report Date Partnership Name
January 19, 1996 Brookview Apartments Company Limited
February 22, 1996 Clover Ridge East Limited Partnership
January 19, 1996 Colony Apartments Company Limited
January 19, 1996 East Hampton Limited Partnership
January 19, 1996 Edgewood II Associates
January 19, 1996 Fairburn & Gordon Associates, Phase I
January 19, 1996 Fairburn & Gordon Associates, Phase II
January 19, 1996 Laing Village
January 19, 1996 Oakland City/West End Associates, Ltd.
January 19, 1996 Orangeburg Manor
January 19, 1996 Pleasant Valley Apartments, Ltd.
January 25, 1996 Sandy Springs Associates, Ltd.
February 22, 1996 Tiffany Rehab Associates
January 19, 1996 Village Green Apartments Company Limited
January 19, 1996 Vineville Towers Associates, Ltd.
January 19, 1996 Westgate Apartments
<PAGE>
Exhibit 23.9
Consent of Edwards Leap & Sauer
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment
Investment and Management Company ("AIMCO") for the registration of shares of
its Class A Common Stock and to the incorporation by reference therein of our
reports dated February 3, February 15, and March 15, 1995 with respect to the
audits of IDA Tower, Genesee Gardens Associates, and Buffalo Village
Associates, respectively, for the year ended December 31, 1994, and to the
incorporation by reference therein of our reports dated February 14, February
20, and February 23, 1996, with respect to the audits of IDA Tower, Genesee
Gardens Associates, and Buffalo Village Associates, respectively, for the
year ended December 31, 1995, and to the incorporation by reference therein
of our reports dated February 6, February 8, and February 10, 1997, with
respect to the audits of IDA Tower, Genesee Gardens Associates, and Buffalo
Village Associates, respectively, for the year ended December 31, 1996,
included in AIMCO's Current Report on Form 8-K/A (as amended to date), dated
June 3, 1997, and filed with the Securities and Exchange Commission.
/s/ Edwards Leap & Sauer
Edwards Leap & Sauer
Hollidaysburg, Pennsylvania
September 22, 1997
<PAGE>
Exhibit 23.10
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment
Investment and Management Company (AIMCO) for the registration of shares of
its Class A Common Stock and to the incorporation by reference therein of our
reports dated March 22, 1996 and March 8, 1997 with respect to the audits of
Franklin Housing Associates and our reports dated March 13, 1996 and February
26, 1997 with respect to the audits of Franklin New York Avenue Associates
for the years ended December 31, 1995 and 1996, respectively, included in
AIMCO's Current Report on Form 8-K/A (as amended to date), dated June 3,
1997, and filed with the Securities and Exchange Commission.
/s/FISHBEIN & COMPANY, P.C.
---------------------------
FISHBEIN & COMPANY, P.C.
Elkins Park, Pennsylvania
September 22, 1997
<PAGE>
(LETTERHEAD OF FREEMAN & VESSILLO, C.P.A., P.C.)
NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738
Re: Consent of Freeman & Vessillo C.P.A., P.C.
with respect to the audit of Chateau Gardens
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment Investment
and Management Company ("AIMCO") for the registration of shares of its Class A
Common Stock and to the incorporation by reference therein of our report dated
February 7, 1997 with respect to the audit of Chateau Gardens for the year ended
December 31, 1996, included in AIMCO's Current Report on Form 8-K/A (as amended
to date), dated June 3, 1997, and filed with the Securities and Exchange
Commission.
FREEMAN & VESSILLO, C.P.A., P.C.
/s/ Freeman & Vessillo, C.P.A., P.C.
New York, NY
September 22, 1997
<PAGE>
(LETTERHEAD OF FREEMAN & VESSILLO, C.P.A., P.C.)
NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738
Re: Consent of Freeman & Vessillo C.P.A., P.C.
with respect to the audit of Club Apartment Associates
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment Investment
and Management Company ("AIMCO") for the registration of shares of its Class A
Common Stock and to the incorporation by reference therein of our report dated
February 5, 1997 with respect to the audit of Club Apartment Associates for the
year ended December 31, 1996, included in AIMCO's Current Report on Form 8-K/A
(as amended to date), dated June 3, 1997, and filed with the Securities and
Exchange Commission.
FREEMAN & VESSILLO, C.P.A., P.C.
/s/ Freeman & Vessillo, C.P.A., P.C.
New York, NY
September 22, 1997
<PAGE>
(LETTERHEAD OF FREEMAN & VESSILLO, C.P.A., P.C.)
NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738
Re: Consent of Freeman & Vessillo C.P.A., P.C.
with respect to the audit of Country Villa Associates, L.P.
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment Investment
and Management Company ("AIMCO") for the registration of shares of its Class A
Common Stock and to the incorporation by reference therein of our report dated
February 9, 1997 with respect to the audit of Country Villa Associates, L.P. for
the year ended December 31, 1996, included in AIMCO's Current Report on Form
8-K/A (as amended to date), dated June 3, 1997, and filed with the Securities
and Exchange Commission.
FREEMAN & VESSILLO, C.P.A., P.C.
/s/ Freeman & Vessillo, C.P.A., P.C.
New York, NY
September 22, 1997
<PAGE>
(LETTERHEAD OF FREEMAN & VESSILLO, C.P.A., P.C.)
NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738
Re: Consent of Freeman & Vessillo C.P.A., P.C.
with respect to the audit of Countrybrook Associates
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment Investment
and Management Company ("AIMCO") for the registration of shares of its Class A
Common Stock and to the incorporation by reference therein of our report dated
February 1, 1997 with respect to the audit of Countrybrook Associates for the
year ended December 31, 1996, included in AIMCO's Current Report on Form 8-K/A
(as amended to date), dated June 3, 1997, and filed with the Securities and
Exchange Commission.
FREEMAN & VESSILLO, C.P.A., P.C.
/s/ Freeman & Vessillo, C.P.A., P.C.
New York, NY
September 22, 1997
<PAGE>
(LETTERHEAD OF FREEMAN & VESSILLO, C.P.A., P.C.)
NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738
Re: Consent of Freeman & Vessillo C.P.A., P.C.
with respect to the audit of Cross Creek Limited Partnership
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment Investment
and Management Company ("AIMCO") for the registration of shares of its Class A
Common Stock and to the incorporation by reference therein of our report dated
February 1, 1997 with respect to the audit of Cross Creek Limited Partnership
for the year ended December 31, 1996, included in AIMCO's Current Report on Form
8-K/A (as amended to date), dated June 3, 1997, and filed with the Securities
and Exchange Commission.
FREEMAN & VESSILLO, C.P.A., P.C.
/s/ Freeman & Vessillo, C.P.A., P.C.
New York, NY
September 22, 1997
<PAGE>
(LETTERHEAD OF FREEMAN & VESSILLO, C.P.A., P.C.)
NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738
Re: Consent of Freeman & Vessillo C.P.A., P.C.
with respect to the audit of Grandland Realty Associates, Ltd.
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment Investment
and Management Company ("AIMCO") for the registration of shares of its Class A
Common Stock and to the incorporation by reference therein of our report dated
February 4, 1997 with respect to the audit of Grandland Realty Associates, Ltd.
for the year ended December 31, 1996, included in AIMCO's Current Report on Form
8-K/A (as amended to date), dated June 3, 1997, and filed with the Securities
and Exchange Commission.
FREEMAN & VESSILLO, C.P.A., P.C.
/s/ Freeman & Vessillo, C.P.A., P.C.
New York, NY
September 22, 1997
<PAGE>
(LETTERHEAD OF FREEMAN & VESSILLO, C.P.A., P.C.)
NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738
Re: Consent of Freeman & Vessillo C.P.A., P.C.
with respect to the audit of Kemar Townhouse Associates, L.P.
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment Investment
and Management Company ("AIMCO") for the registration of shares of its Class A
Common Stock and to the incorporation by reference therein of our report dated
February 3, 1997 with respect to the audit of Kemar Townhouse Associates, L.P.
for the year ended December 31, 1996, included in AIMCO's Current Report on Form
8-K/A (as amended to date), dated June 3, 1997, and filed with the Securities
and Exchange Commission.
FREEMAN & VESSILLO, C.P.A., P.C.
/s/ Freeman & Vessillo, C.P.A., P.C.
New York, NY
September 22, 1997
<PAGE>
(LETTERHEAD OF FREEMAN & VESSILLO, C.P.A., P.C.)
NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738
Re: Consent of Freeman & Vessillo C.P.A., P.C.
with respect to the audit of Lakeland East Limited Partnership
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment Investment
and Management Company ("AIMCO") for the registration of shares of its Class A
Common Stock and to the incorporation by reference therein of our report dated
February 3, 1997 with respect to the audit of Lakeland East Limited Partnership
for the year ended December 31, 1996, included in AIMCO's Current Report on Form
8-K/A (as amended to date), dated June 3, 1997, and filed with the Securities
and Exchange Commission.
FREEMAN & VESSILLO, C.P.A., P.C.
/s/ Freeman & Vessillo, C.P.A., P.C.
New York, NY
September 22, 1997
<PAGE>
(LETTERHEAD OF FREEMAN & VESSILLO, C.P.A., P.C.)
NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738
Re: Consent of Freeman & Vessillo C.P.A., P.C.
with respect to the audit of Marten Manor Realty Associates L.P.
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment Investment
and Management Company ("AIMCO") for the registration of shares of its Class A
Common Stock and to the incorporation by reference therein of our report dated
February 3, 1997 with respect to the audit of Marten Manor Realty Associates
L.P. for the year ended December 31, 1996, included in AIMCO's Current Report on
Form 8-K/A (as amended to date), dated June 3, 1997, and filed with the
Securities and Exchange Commission.
FREEMAN & VESSILLO, C.P.A., P.C.
/s/ Freeman & Vessillo, C.P.A., P.C.
New York, NY
September 22, 1997
<PAGE>
[LETTERHEAD]
NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, Virginia 22182-2738
Re: 62nd Street Limited Partnership
We consent to the reference to our firm under the caption "Experts" in this
Registration Statement (Form S-3) and related Prospectus of Apartment
Investment and Management Company ("AIMCO") for the registration of shares of
its Class A Common Stock and to the incorporation by reference therein of
our reports dated February 9, 1997 with respect to the audits of 62nd Street
Limited Partnership for the years ended December 31, 1994, 1995, and 1996,
included in AIMCO's Current Report on Form 8-K/A (as amended to date), dated
June 3, 1997, and filed with the Securities and Exchange Commission.
/s/ Friduss, Lukee, Schiff & Co., P.C.
FRIDUSS, LUKEE, SCHIFF & CO., P.C.
Certified Public Accountants
Chicago, Illinois
September 22, 1997
<PAGE>
[LETTERHEAD]
NHP INCORPORATED
8065 Leesburg Pike
Suite 400
Vienna, Virginia 22182-2738
Re: Central Woodlawn Limited Partnership
We consent to the reference to our firm under the caption "Experts" in this
Registration Statement (Form S-3) and related Prospectus of Apartment
Investment and Management Company ("AIMCO") for the registration of shares of
its Class A Common Stock and to the incorporation by reference therein of our
reports dated March 6, 1997 with respect to the audits of Central Woodlawn
Limited Partnership for the years ended December 31, 1994, 1995, and 1996,
included in AIMCO's Current Report on Form 8-K/A (as amended to date), dated
June 3, 1997, and filed with the Securities and Exchange Commission.
/s/ Friduss, Lukee, Schiff & Co., P.C.
FRIDUSS, LUKEE, SCHIFF & CO., P.C.
Certified Public Accountants
Chicago, Illinois
September 22, 1997
<PAGE>
Exhibit 23.13
[LETTERHEAD]
CONSENT OF GEORGE A. HIERONYMUS AND COMPANY, L.L.C.
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment Investment
and Management Company ("AIMCO") for the registration of shares of its Class A
Common Stock and to the incorporation by reference therein of our reports dated
as shown in Exhibit A with respect to the audits of those entities as shown in
Exhibit A for the years ended December 31, 1994 and 1995 included in AIMCO's
Current Report on Form 8-K/A (as amended to date), dated June 3, 1997, and filed
with the Securities and Exchange Commission.
/s/ G. A. HIERONYMUS AND COMPANY, LLC
- ----------------------------------------
George A. Hieronymus and Company, L.L.C.
Mobile, Alabama
September 22, 1997
<PAGE>
E X H I B I T A
For the year ended December 31, 1994
REAL ESTATE PARTNERSHIP REPORT DATE
- ----------------------- -----------
Athens Arms Associates January 27, 1995
Colonial Terrace I Associates January 27, 1995
Colonial Terrace II Associates January 27, 1995
For the year ended December 31, 1995
REAL ESTATE PARTNERSHIP REPORT DATE
- ----------------------- -----------
Athens Arms Associates January 26, 1996
Colonial Terrace I Associates January 26, 1996
Colonial Terrace II Associates January 26, 1996
<PAGE>
EXHIBIT 23.14
CONSENT OF GOLDENBERG ROSENTHAL FRIEDLANDER, LLP
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of Apartment
Investment and Management Company (AIMCO) for the registration of shares of
its Class A Common Stock and to the incorporation by reference therein of our
reports with respect to the audits of the Partnerships listed below for the
years ended December 31, 1994, 1995 and 1996 included in AIMCO's Current
Report on Form 8-K/A (as amended to date), dated June 3, 1997, and filed with
the Securities and Exchange Commission.
NAME OF PARTNERSHIP - 1994 DATE OF REPORT
- -------------------------- --------------
Baisley Park Associates (A Limited Partnership) February 3, 1995
Brunswick Village Limited Partnership January 23, 1995
Churchview Gardens Limited Partnership January 23, 1995
Harris Gardens Limited Partnership January 23, 1995
Hawksworth Limited Partnership January 21, 1995
Hollows Associates (A Limited Partnership) February 3, 1995
Kimberton Apartments Associates (A Limited Partnership) January 18, 1995
Washington Northgate Limited Partnership February 3, 1995
Washington Westgate Limited Partnership January 28, 1995
Windsor Apartments Associates (A Limited Partnership) January 18, 1995
NAME OF PARTNERSHIP - 1995 DATE OF REPORT
- -------------------------- --------------
Academy Gardens Associates (A Limited Partnership) March 7, 1996
Brunswick Village Limited Partnership January 25, 1996
Buckingham Hall Associates (A Limited Partnership) March 7, 1996
Churchview Gardens Associates (A Limited Partnership) February 15, 1996
Churchview Gardens Limited Partnership January 31, 1996
Harris Gardens Associates (A Limited Partnership) February 15, 1996
Harris Gardens Limited Partnership February 1, 1996
Hawksworth Gardens Associates (A Limited Partnership) February 15, 1996
Hawksworth Limited Partnership January 31, 1996
Washington Northgate Associates (A Limited Partnership) February 15, 1996
Washington Northgate Limited Partnership January 30, 1996
Washington Westgate Associates (A Limited Partnership) February 15, 1996
Washington Westgate Limited Partnership January 30, 1996
<PAGE>
NAME OF PARTNERSHIP - 1996 DATE OF REPORT
- -------------------------- --------------
Academy Gardens Associates (A Limited Partnership) January 24, 1997
Brunswick Village Limited Partnership January 29, 1997
Churchview Garden Associates (A Limited Partnership) January 5, 1997
Churchview Gardens Limited Partnership January 15, 1997
Buckingham Hall Associates (A Limited Partnership) January 24, 1997
/s/ Goldenberg Rosenthal Friedlander, LLP
Jenkintown, PA
September 22, 1997
<PAGE>
Exhibit 23.15
[LETTERHEAD]
CONSENT OF HANSEN, HUNTER & KIBBEE, P.C.
We consent to the reference of our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment
Investment and Management Company ("AIMCO") for the registration of shares of
its Class A Common Stock and to the incorporation by reference therein of our
reports dated, January 13, 1995, January 19, 1995, January 13, 1995, January
19, 1995, January 13, 1995, January 19, 1995, January 11, 1995, January 14,
1995, and January 13, 1995 with respect to the audits of Franklin Chandler
Associates, Haines Associates Limited Partnership, King-Bell Associates,
Monmouth Associates Limited Partnership, Pendleton Riverside Apartments
Oreg., Ltd., Penn Hall Associates, Rodeo Drive Limited Partnership, South
Mountain Terrace, Ltd., and Woodland Apartments, Oreg., Ltd. for the year
ended December 31, 1994, and to the incorporation by reference therein of our
reports dated January 24, 1996, January 19, 1996, January 12, 1996, January
17, 1996, January 12, 1996, January 19, 1996, January 12, 1996, January 10,
1996, and January 12, 1996 with respect to the audits of Franklin Chandler
Associates, Haines Associates Limited Partnership, King-Bell Associates,
Monmouth Associates Limited Partnership, Pendleton Riverside Apartments
Oreg., Ltd., Penn Hall Associates, Rodeo Drive Limited Partnership, South
Mountain Terrace, Ltd., and Woodland Apartments, Oreg., Ltd. for the year
ended December 31, 1995, and to the incorporation by reference therein of our
reports dated January 24, 1997, January 24, 1997, January 16, 1997, January
24, 1997, January 17, 1997, January 24, 1997, January 15, 1997, and January
22, 1997, with respect to the audits of Franklin Chandler Associates, Haines
Associates Limited Partnership, King-Bell Associates, Monmouth Associates
Limited Partnership, Pendleton Riverside Apartments Oreg., Ltd., Penn Hall
Associates, Rodeo Drive Limited Partnership, and South Mountain Terrace,
Ltd., for the year ended December 31, 1996 and our report dated November 8,
1996 with respect to the audit of Woodland Apartments, Oreg., Ltd. for the
eight months and nineteen days ended September 19, 1996, included in AIMCO's
Current Report on Form 8-K/A (as amended to date), dated June 3, 1997, and
filed with the Securities and Exchange Commission.
/s/ Hansen, Hunter & Kibbee, P.C.
Portland, Oregon
September 22, 1997
<PAGE>
Exhibit 23.16
CONSENT OF J. H. COHN LLP
-------------------------
We consent to the incorporation by reference in the Registration Statement on
Form S-3 for 723,273 shares of common stock being filed by Apartment
Investment and Management Company ("AIMCO") of our report dated April 26,
1995 with respect to the financial statements of Marlboro Greens Limited
Partnership as of and for the years ended December 31, 1994 and 1993, which
are incorporated by reference from AIMCO's Current Report on Form 8-K dated
April 16, 1997, as amended, previously filed with the Securities and Exchange
Commission. We also consent to the reference to our firm under the caption
"Experts" in the Registration Statement.
/s/ J. H. Cohn LLP
-----------------------------
J. H. COHN LLP
Roseland, New Jersey
September 22, 1997
<PAGE>
Exhibit 23.17
INDEPENDENT AUDITOR'S CONSENT
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment
Investment and Management Company ("AIMCO") for the registration of shares of
its Class A Common Stock and to the incorporation by reference therein of our
reports with respect to the audits of the partnerships listed in Attachment
A, Attachment B and Attachment C for the years ended December 31, 1994, 1995
and 1996, respectively, included in AIMCO's Current Report on Form 8-K/A, (as
amended to date), dated June 3, 1997, and filed with the Securities and
Exchange Commission.
/s/ J.A. Plumer & Co., P.A.
J. A. PLUMER & CO., P.A.
Bethesda, Maryland
September 22, 1997
<PAGE>
Attachment A
Audit Reports for the Year Ended December 31, 1994
DATE OF
PARTNERSHIP AUDITOR'S REPORT
- ------------------------------------------------- ---------------------
630 East Lincoln Avenue Associates January 24, 1995
Aspen Stratford Apartments Company B January 31, 1995
Aspen Stratford Apartments Company C February 1, 1995
Benjamin Banneker Plaza Associates January 31, 1995
Brightwood Limited Partnership January 10, 1995
Cambridge Heights Apartments, Ltd. February 15, 1995
Carter Associates Limited Partnership March 4, 1995
Cherry Estates January 18, 1995
Christopher Court Housing Company January 27, 1995
Concord Houses Associates March 7, 1995
Duke Manor Associates February 14, 1995
Elderly Housing Associates Ltd. Partnership January 25, 1995
Forest Apartments Associates February 16, 1995
Gate Manor Apartments, Ltd. January 30, 1995
Greenfield Apartments Limited Partnership January 27, 1995
Greenfield North Apartments Limited Partnership January 23, 1995
Haili Associates February 6, 1995
Houston Aristocrat Apartments, Ltd. January 24, 1995
Kapuna Associates February 6, 1995
Kinloch Urban East Housing February 10, 1995
Koolau Housing Associates February 6, 1995
Lakeview Arms Associates February 2, 1995
Lee-Hy Manor Associates Limited Partnership February 8, 1995
Locust Park Associates February 1, 1995
Loring Towers Associates March 3, 1995
Mahoning Associates January 31, 1995
Milliken Apartments Company February 1, 1995
Monument Street Limited Partnership February 8, 1995
Neighborhoods of the Universities Lock Street
Apartments Company February 3, 1995
Oak Hollow South Associates February 21, 1995
Orchard Mews Associates February 15, 1995
Oxford Place Associates February 8, 1995
Pittsfield Neighborhood Associates March 9, 1995
Prince Street Towers Limited Partnership February 6, 1995
Sencit-Lebanon Company January 20, 1995
St. Nicholas Associates February 20, 1995
Tamarac Pines, Ltd. February 18, 1995
Tamarac Pines II, Ltd. February 9, 1995
Taunton Green Associates March 1, 1995
Taunton II Associates February 24, 1995
Tompkins Terrace Associates February 23, 1995
Waipahu Associates February 6, 1995
Washington Chinatown Associates February 15, 1995
Woodcrest Apartments, Ltd. January 16, 1995
Worcester Episcopal Housing Company February 23, 1995
<PAGE>
Attachment B
Audit Reports for the Year Ended December 31, 1995
DATE OF
PARTNERSHIP AUDITOR'S REPORT
- ------------------------------------------------- ---------------------
630 East Lincoln Avenue Associates January 16, 1996
Aspen Stratford Apartments Company B February 2, 1996
Aspen Stratford Apartments Company C January 29, 1996
Baisley Park Associates March 29, 1996
Benjamin Banneker Plaza Associates January 24, 1996
Benton Square, Ltd February 18, 1996
Brightwood Limited Partnership January 16, 1996
Carter Associates Limited Partnership March 7, 1996
Cherry Estates February 8, 1996
Christopher Court Housing Company January 30, 1996
Concord Houses Associates March 7, 1996
Duke Manor Associates February 12, 1996
Echelon Towers, Ltd. December 18, 1995
Elderly Housing Associates Ltd. Partnership February 7, 1996
Ferncliff Limited Partnership March 12, 1996
Forest Apartments Associates February 7, 1996
Gate Manor Apartments, Ltd. January 23, 1996
Greenfield Limited Partnership March 11, 1996
Greenfield Apartments Limited Partnership January 22, 1996
Greenfield North Apartments Limited Partnership January 25, 1996
Greenfield North Limited Partnership March 9, 1996
Haili Associates February 6, 1996
Hollows Associates February 22, 1996
Houston Aristocrat Apartments, Ltd. January 25, 1996
Kapuna Associates February 6, 1996
Kimberton Apartments Associates February 22, 1996
Kinloch Urban East Housing September 13, 1995
Koolau Housing Associates February 6, 1996
Lakeview Arms Associates February 14, 1996
Lee-Hy Manor Associates Limited Partnership February 16, 1996
Locust Park Associates February 5, 1996
Loring Towers Associates March 15, 1996
Mahoning Associates February 5, 1996
Milliken Apartments Company January 18, 1996
Monument Street Limited Partnership February 1, 1996
Neighborhoods of the Universities Lock Street
Apartments Company January 26, 1996
Oak Hollow South Associates February 19, 1996
Oak Park Limited Partnership March 12, 1996
Orchard Mews Associates February 14, 1996
Oxford Place Associates February 13, 1996
Pittsfield Neighborhood Associates March 16, 1996
Portfolio Properties Fifteen Associates March 12, 1996
Portfolio Properties Four Associates March 11, 1996
Prince Street Towers Limited Partnership February 12, 1996
Registry Square, Ltd. February 16, 1996
Sencit-Atlantic City Company February 26, 1996
Sencit-Lebanon Company January 2, 1996
St. Nicholas Associates February 12, 1996
Tamarac Pines, Ltd. February 13, 1996
Tamarac Pines II, Ltd. February 13, 1996
Taunton Green Associates February 28, 1996
Taunton II Associates February 16, 1996
The National Housing Partnership-II March 14, 1996
Tompkins Terrace Associates February 19, 1996
Waipahu Associates February 6, 1996
Washington Chinatown Associates January 21, 1996
Windsor Apartments Associates February 16, 1996
Woodcrest Apartments, Ltd. January 19, 1996
Worcester Episcopal Housing Company February 15, 1996
<PAGE>
Attachment C
Audit Reports for the Year Ended December 31, 1996
DATE OF
PARTNERSHIP AUDITOR'S REPORT
- ------------------------------------------------- ---------------------
630 East Lincoln Avenue Associates January 24, 1997
Aspen Stratford Apartments Company B February 24, 1997
Aspen Stratford Apartments Company C February 6, 1997
Athens Arms Associates February 12, 1997
Benjamin Banneker Plaza Associates January 24, 1997
Benton Square, Ltd February 21, 1997
Brightwood Limited Partnership January 31, 1997
Carter Associates Limited Partnership February 12, 1997
Christopher Court Housing Company February 18. 1997
Colonial Terrace I Associates February 12, 1997
Colonial Terrace II Associates February 12, 1997
Concord Houses Associates March 1, 1997
Duke Manor Associates February 12, 1997
Elderly Housing Associates Ltd. Partnership January 24, 1997
Ferncliff Limited Partnership March 11, 1997
Forest Apartments Associates February 17, 1997
Gate Manor Apartments, Ltd. January 31, 1997
Greenfield Limited Partnership March 11, 1997
Greenfield Apartments Limited Partnership January 17, 1997
Greenfield North Apartments Limited Partnership January 27, 1997
Greenfield North Limited Partnership March 11, 1997
Haili Associates January 30, 1997
Hollows Associates February 19, 1997
Houston Aristocrat Apartments, Ltd. January 27, 1997
Kapuna Associates January 30, 1997
Kimberton Apartments Associates February 12, 1997
Koolau Housing Associates January 30, 1997
Lakeview Arms Associates February 24, 1997
Lee-Hy Manor Associates Limited Partnership February 16, 1997
Locust Park Associates February 22, 1997
Loring Towers Associates February 13, 1997
Milliken Apartments Company January 13, 1997
Monument Street Limited Partnership February 7, 1997
Neighborhoods of the Universities Lock Street
Apartments Company February 4, 1997
Oak Hollow South Associates February 14, 1997
Oak Park Limited Partnership March 12, 1997
Orchard Mews Associates January 14, 1997
Oxford Place Associates February 13, 1997
Pittsfield Neighborhood Associates March 7, 1997
Portfolio Four Associates March 11, 1997
Prince Street Towers Limited Partnership February 10, 1997
Registry Square, Ltd. February 21, 1997
Sencit-Lebanon Company January 30, 1997
St. Nicholas Associates January 29, 1997
Tamarac Pines, Ltd. February 20, 1997
Tamarac Pines II, Ltd. February 20, 1997
Taunton Green Associates February 15, 1997
Taunton II Associates February 3, 1997
The National Housing Partnership-II March 22, 1997
Tompkins Terrace Associates February 25, 1997
Waipahu Associates January 30, 1997
Washington Chinatown Associates January 23, 1997
Windsor Apartments Associates February 12, 1997
Woodcrest Apartments, Ltd. January 15, 1997
Worcester Episcopal Housing Company February 5, 1997
<PAGE>
Exhibit 23.18
CONSENT OF MARKS SHRON & COMPANY, L.L.P.
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment
Investment and Management Company ("AIMCO") for the registration of shares of
its Class A Common Stock and to the incorporation by reference therein of our
reports dated January 19, 1995 and January 25, 1996 with respect to the
audits of Two Bridges Associates for the years ended December 31, 1994 and
1995 included in AIMCO's Current Report on Form 8-K/A (as amended to date)
dated June 3, 1997, and filed with the Securities and Exchange Commission.
/s/ Marks Shron & Company, L.L.P.
Marks Shron & Company, L.L.P.
Great Neck, New York
September 22, 1997
<PAGE>
Exhibit 23.19
[LETTERHEAD OF PRAGUE & COMPANY, P.C.]
CONSENT OF PRAGUE & COMPANY, P.C.
[FORMERLY KNOWN AS PRAGUE & RICHMOND, P.C.]
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment
Investment and Management Company ("AIMCO") for the registration of shares of
its Class A Common Stock and to the incorporation by reference therein of our
reports dated February 8, 1996 and January 16, 1997 with respect to the
audits of Crosland Housing Associates, L.P. for the years ended December 31,
1995 and 1996, included in AIMCO's Current Report on Form 8-K/A (as amended
to date), dated June 3, 1997, and filed with the Securities and Exchange
Commission.
Very truly yours,
/s/ PRAGUE & COMPANY, P.C.
- -------------------------------------------
PRAGUE & COMPANY, P.C.
[FORMERLY KNOWN AS PRAGUE & RICHMOND, P.C.]
CERTIFIED PUBLIC ACCOUNTANTS
WELLESLEY, MASSACHUSETTS
SEPTEMBER 22, 1997
<PAGE>
Exhibit 23.20
[LETTERHEAD]
CONSENT OF REZNICK FEDDER & SILVERMAN
-----------------------------
-----------------------------
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment
Investment and Management Company (AIMCO) for the registration of shares of
its Class A Common Stock and to the incorporation by reference therein of our
reports dated as per the attached schedule, with respect to the audits per
the attached schedule for the years ended December 31, 1994, 1995, and 1996
included in AIMCO's Current Report on Form 8-K/A (as amended to date), dated
June 3, 1997, and filed with the Securities and Exchange Commission.
/s/ Reznick Fedder & Silverman
REZNICK FEDDER & SILVERMAN
Bethesda, Maryland
September 22, 1997
<PAGE>
ATTACHMENT
SCHEDULE OF PARTNERSHIPS
PARTNERSHIP NAME DATED
- ---------------- -----
Beautiful Village Associates Redevelopment Company February 8, 1995
Branchwood Towers Limited Partnership February 7, 1995
Citrus Park Associates, Ltd. January 31, 1995
Community Circle II Limited January 26, 1995
Copperstone Limited Partnership January 19, 1995
Diakonia Associates Limited Partnership January 31, 1995
Easton Terrace I Associates January 24, 1995
Easton Terrace II Associates February 9, 1995
Eastridge Apartments January 13, 1995
Emory Grove Associates Limited Partnership February 6, 1995
First Alexandria Associates January 20, 1995
Flatbush NSA Associates January 30, 1995
Franklin Square School Associates January 12, 1995
Gates Mill I Limited Partnership February 1, 1995
Grosvenor House Associates Limited Partnership February 10, 1995
Harris Park Limited Partnership February 8, 1995
Hollybush Gardens I January 27, 1995
Hollybush Gardens II January 27, 1995
Intown West Associates Limited Partnership January 27, 1995
Lake Avenue Associates February 6, 1995
Lake Crossing Limited Partnership January 11, 1995
Lakehaven Associates One January 25, 1995
Lakehaven Associates Two January 20, 1995
Linden Court Associates January 30, 1995
Loudoun House Limited Partnership February 13, 1995
Monaco Arms Associates I January 30, 1995
Monaco Arms Associates II January 25, 1995
Muske Limited Partnership February 3, 1995
Natick Associates January 31, 1995
Oakcrest Terrace Apartments February 8, 1995
Oakwood Limited Partnership February 3, 1995
Parkview Associates January 20, 1995
Queenstown Apartments Limited Partnership February 9, 1995
Rancho Townhouse Associates February 3, 1995
Ruscombe Gardens Limited Partnership January 30, 1995
Sencit - Jacksonville Company LTD January 14, 1995
Sheffield Associates February 8, 1995
Snap IV Limited Partnership January 31, 1995
Tara Bridge Limited Partnership January 20, 1995
Twin Towers Associates February 10, 1995
Tyee Associates Limited Partnership January 13, 1995
Urbanization Maria Lopez Housing Company February 3, 1995
Westminster Associates January 31, 1995
Wollaston Manor Associates January 25, 1995
Woodside Village Limited Partnership January 13, 1995
<PAGE>
ATTACHMENT
SCHEDULE OF PARTNERSHIPS
PARTNERSHIP NAME DATED
- ---------------- -----
Beautiful Village Associates Redevelopment Company April 3, 1996
Branchwood Towers Limited Partnership January 24, 1996
Citrus Park Associates, Ltd. January 24, 1996
Community Circle II Limited January 25, 1996
Copperstone Limited Partnership January 31, 1996
Country Lakes Associates Two February 9, 1996
Diakonia Associates Limited Partnership August 15, 1995
Easton Terrace I Associates January 27, 1996
Eastridge Apartments January 17, 1996
Emory Grove Associates Limited Partnership February 12, 1996
First Alexandria Associates January 17, 1996
Flatbush NSA Associates January 17, 1996
Franklin Square School Associates January 22, 1996
Gates Mill I Limited Partnership January 30, 1996
Grosvenor House Associates Limited Partnership February 9, 1996
Hollybush Gardens I January 24, 1996
Hollybush Gardens II January 24, 1996
Hollywood Gardens January 22, 1996
Intown West Associates Limited Partnership February 8, 1996
Lake Avenue Associates February 9, 1996
Lake Crossing Limited Partnership January 24, 1996
Lakehaven Associates One January 24, 1996
Lakehaven Associates Two January 27, 1996
Linden Court Associates February 12, 1996
Loudoun House Limited Partnership January 31, 1996
Monaco Arms Associates I January 22, 1996
Monaco Arms Associates II January 22, 1996
Muske Limited Partnership February 20, 1996
Natick Associates January 23, 1996
Oakcrest Terrace Apartments February 16, 1996
Oakwood Limited Partnership February 22, 1996
Parkview Associates January 19, 1996
Queenstown Apartments Limited Partnership February 12, 1996
Rancho Townhouse Associates February 7, 1996
Ruscombe Gardens Limited Partnership January 24, 1996
Sencit - Jacksonville Company LTD January 17, 1996
Sencit F/G Metropolitan Associates February 21, 1996
Sheffield Associates February 7, 1996
Snap IV Limited Partnership February 21, 1996
Twin Towers Associates January 16, 1996
Tyee Associates Limited Partnership January 19, 1996
Urbanization Maria Lopez Housing Company January 27, 1996
Westminster Associates January 31, 1996
Wollaston Manor Associates January 17, 1996
Woodside Village Limited Partnership January 10, 1996
2nd Tier - Copperstone Circle Limited Partnership February 8, 1996
2nd Tier - Eastridge Limited Partnership February 8, 1996
2nd Tier - Emory Grove Associates February 22, 1996
2nd Tier - Oakwood-Muskegon Limited Partnership February 22, 1996
<PAGE>
ATTACHMENT
SCHEDULE OF PARTNERSHIPS
PARTNERSHIP NAME DATED
- ---------------- -----
Beautiful Village Associates Redevelopment Company January 29, 1997
Branchwood Towers Limited Partnership January 23, 1997
Brookview Apartments Company Limited January 30, 1997
Citrus Park Associates, Ltd. January 30, 1997
Clover Ridge East Limited Partnership January 21, 1997
Colony Apartments Company Limited January 20, 1997
Community Circle II Limited January 30, 1997
Copperstone Limited Partnership January 27, 1997
Country Lakes Associates Two February 6, 1997
Diakonia Associates Limited Partnership August 13, 1996
East Hampton Limited Partnership February 7, 1997
Easton Terrace I Associates January 15, 1997
Eastridge Apartments January 17, 1997
Edgewood II Associates January 23, 1997
Emory Grove Associates Limited Partnership February 7, 1997
Fairburn and Gordon Associates, Phase I January 23, 1997
Fairburn and Gordon Associates, Phase II January 23, 1997
First Alexandria Associates January 15, 1997
Flatbush NSA Associates January 24, 1997
Franklin Square School Associates January 23, 1997
Gates Mill I Limited Partnership January 23, 1997
Grosvenor House Associates Limited Partnership January 22, 1997
Hollywood Gardens January 28, 1997
Intown West Associates Limited Partnership February 1, 1997
Laing Village A Limited Partnership January 31, 1997
Lake Avenue Associates February 12, 1997
Lake Crossing Limited Partnership February 5, 1997
Lakehaven Associates One January 25, 1997
Lakehaven Associates Two January 30, 1997
Linden Court Associates February 6, 1997
Loudoun House Limited Partnership January 17, 1997
Monaco Arms Associates I January 28, 1997
Monaco Arms Associates II January 28, 1997
Muske Limited Partnership February 7, 1997
Natick Associates January 10, 1997
Oakcrest Terrace Apartments February 10, 1997
Oakland City/West End Associates, Ltd. January 31, 1997
Oakwood Limited Partnership February 8, 1997
Orangeburg Manor January 20, 1997
Parkview Associates January 29, 1997
Pleasant Valley Apartments, Ltd. January 17, 1997
Queenstown Apartments Limited Partnership February 7, 1997
Ruscombe Gardens Limited Partnership January 31, 1997
Sandy Springs Associates, Ltd. January 23, 1997
Sencit-Jacksonville Company LTD January 20, 1997
Sencit F/G Metropolitan Associates February 5, 1997
<PAGE>
Tiffany Rehab Associates January 17, 1997
Twin Towers Associates February 5, 1997
Tyee Associates Limited Partnership January 17, 1997
Urbanization Maria Lopez Housing Company January 22, 1997
Village Green Apartments Company Limited January 18, 1997
Vineville Towers Associates, Ltd. January 24, 1997
Westgate Apartments February 3, 1997
Westminster Associates January 24, 1997
Wollaston Manor Associates January 31, 1997
Woodside Village Limited Partnership January 16, 1997
2nd Tier-Copperston Circle Limited Partnership March 6, 1997
2nd Tier-Eastridge Limited Partnership March 3, 1997
2nd Tier-Emory Grove Associates March 4, 1997
2nd Tier-Oakwood-Muskegon Limited Partnership March 3, 1997
<PAGE>
Exhibit 23.21
[LETTERHEAD]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment Investment
and Management Company (AIMCO) for the registration of shares of its Class A
Common Stock and to the incorporation by reference therein of our reports
dated, as listed in Appendix 1, with respect to the audits of the Partnerships
listed in Appendix 1 for the years ended December 31, 1995 and 1996, included in
AIMCO's Current Report on Form 8-K/A (as amended to date), dated June 3, 1997,
and filed with the Securities and Exchange Commission.
/S/ ROBERT ERCOLINI & COMPANY LLP
Boston, Massachusetts
September 22, 1997
<PAGE>
APPENDIX 1
Year Ended December 31, 1995
PARTNERSHIP REPORT DATE
- ----------- ------------------
2900 Van Ness Associates March 1, 1996
7400 Roosevelt Investors February 20, 1996
Ivanhoe Associates Limited Partnership and Monroeville February 23, 1996
Development Corporation
Ridge Carlton Associates Limited Partnership and February 27, 1996
Norco Associates
Norco Associates February 27, 1996
Scotch Associates Limited Partnership and February 27, 1996
Scotch Lane Associates
Scotch Lane Associates February 27, 1996
Standart Woods Associates Limited Partnership February 17, 1996
Year Ended December 31, 1996
PARTNERSHIP REPORT DATE
- ----------- ------------------
2900 Van Ness Associates February 12, 1997
7400 Roosevelt Investors February 7, 1997
Fairfax Associates Limited Partnership March 3, 1997
Ivanhoe Associates Limited Partnership and Monroeville February 3, 1997
Development Corporation (except as to Note 5,
which is as of March
17, 1997)
Ridge Carlton Associates Limited Partnership and January 28, 1997
Norco Associates
Norco Associates January 28, 1997
River Loft Associates Limited Partnership and February 4, 1997
River Loft Apartments Limited Partnership
River Loft Apartments Limited Partnership February 4, 1997
Scotch Associates Limited Partnership and January 31, 1997
Scotch Lane Associates
Scotch Lane Associates January 31, 1997
Standart Woods Associates Limited Partnership February 18, 1997
Wyntre Brooke Associates February 10, 1997
<PAGE>
Exhibit 23.22
[LETTERHEAD]
CONSENT OF RUSSELL, THOMPSON, BUTLER & HOUSTON
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment
Investment and Management Company ("AIMCO") for the registration of shares of
its Class A Common Stock and to the incorporation by reference therein of our
reports dated as shown in Exhibits A, B and C with respect to the audits of
those entities as shown in Exhibits A, B and C for the years ended December
31, 1994, 1995, and 1996, included in AIMCO's Current Report on Form 8-K/A
(as amended to date), dated June 3, 1997, and filed with the Securities and
Exchange Commission.
/s/ Russell, Thompson, Butler & Houston
Mobile, Alabama
September 22, 1997
<PAGE>
E X H I B I T A
REAL ESTATE PARTNERSHIP REPORT DATE
- ----------------------- -----------
Housing Assistance of Mt. Dora, Ltd. January 7, 1995
Housing Assistance of Orange City, Ltd. January 7, 1995
Housing Assistance of Sebring, Ltd. January 7, 1995
Housing Assistance of Vero Beach, Ltd. January 7, 1995
Lakeview Villas, Ltd. January 7, 1995
Orange City Villas II, Ltd. January 7, 1995
Woodside Villas of Arcadia, Ltd. January 7, 1995
Grove Park Villas, Ltd. January 7, 1995
Highlands Village II January 7, 1995
Eustis Apartments, Ltd. January 7, 1995
South Hiawassee Village, Ltd. January 7, 1995
Parkview Arms Associates I January 13, 1995
Parkview Arms Associates II January 13, 1995
Twin Gables Associates January 13, 1995
Miami Elderly Associates January 13, 1995
Crosland Housing Associates January 19, 1995
Parkview Apartments, Ltd. January 19, 1995
Chesterfield Housing Associates January 19, 1995
Hemingway Housing Associates January 19, 1995
McColl Housing Associates January 19, 1995
The Meadows Apartments January 19, 1995
St. George Villas January 19, 1995
Hurbell I Limited Partnership (Holly Oak) January 21, 1995
Hurbell IV Limited Partnership (Talladega Downs) January 21, 1995
Eastcourt Village Partners January 25, 1995
United Housing Partners Cuthbert, Ltd. January 27, 1995
United Housing Partners Elmwood, Ltd. January 27, 1995
United Housing Partners Morristown, Ltd. January 27, 1995
United Housing Partners Welch, Ltd. January 27, 1995
Townview Towers I Partnership, Ltd. January 27, 1995
VOA-Nicollet Towers Associates January 28, 1995
Community Developers of Princeville January 30, 1995
Registry Square, Ltd. February 23, 1995
<PAGE>
E X H I B I T B
REAL ESTATE PARTNERSHIP REPORT DATE
- ----------------------- -----------
United Housing Partners Cuthbert, Ltd. January 13, 1996
United Housing Partners Elmwood, Ltd. January 13, 1996
United Housing Partners Morristown, Ltd. January 13, 1996
United Housing Partners Welch, Ltd. January 13, 1996
Parkview Apartments, Ltd. January 18, 1996
Chesterfield Housing Associates January 18, 1996
Hemingway Housing Associates January 18, 1996
McColl Housing Associates January 18, 1996
The Meadows Apartments January 18, 1996
St. George Villas January 18, 1996
Parkview Arms Associates I January 18, 1996
Parkview Arms Associates II January 18, 1996
Twin Gables Associates January 18, 1996
Miami Elderly Associates January 18, 1996
Hurbell I Limited Partnership (Holly Oak) January 20, 1996
Hurbell IV Limited Partnership (Talladega Downs) January 20, 1996
Community Developers of Princeville January 22, 1996
Eastcourt Village Partners January 23, 1996
VOA-Nicollet Towers Associates January 26, 1996
Lake Wales Villas, Ltd. February 3, 1996
Peppertree Village of Avon Park, Ltd. February 3, 1996
Housing Assistance of Mt. Dora, Ltd. February 3, 1996
Housing Assistance of Orange City, Ltd. February 3, 1996
Housing Assistance of Sebring, Ltd. February 3, 1996
Housing Assistance of Vero Beach, Ltd. February 3, 1996
Lakeview Villas, Ltd. February 3, 1996
Orange City Villas II, Ltd. February 3, 1996
Woodside Villas of Arcadia, Ltd. February 3, 1996
Grove Park Villas, Ltd. February 3, 1996
Highlands Village II February 3, 1996
Eustis Apartments, Ltd. February 3, 1996
South Hiawassee Village, Ltd. February 3, 1996
<PAGE>
E X H I B I T C
REAL ESTATE PARTNERSHIP REPORT DATE
- ----------------------- -----------
United Housing Partners Cuthbert, Ltd. January 10, 1997
United Housing Partners Elmwood, Ltd. January 10, 1997
United Housing Partners Morristown, Ltd. January 10, 1997
United Housing Partners Welch, Ltd. January 10, 1997
Community Developers of Princeville January 13, 1997
Eastcourt Village Partners January 22, 1997
Parkview Apartments, Ltd. January 23, 1997
Chesterfield Housing Associates January 23, 1997
Hemingway Housing Associates January 23, 1997
McColl Housing Associates January 23, 1997
The Meadows Apartments January 23, 1997
St. George Villas January 23, 1997
Hurbell I Limited Partnership (Holly Oak) January 25, 1997
Hurbell IV Limited Partnership (Talladega Downs) January 25, 1997
Lake Wales Villas, Ltd. January 31, 1997
Peppertree Village of Avon Park, Ltd. January 31, 1997
Housing Assistance of Mt. Dora, Ltd. January 31, 1997
Housing Assistance of Orange City, Ltd. January 31, 1997
Housing Assistance of Sebring, Ltd. January 31, 1997
Housing Assistance of Vero Beach, Ltd. January 31, 1997
Lakeview Villas, Ltd. January 31, 1997
Orange City Villas II, Ltd. January 31, 1997
Woodside Villas of Arcadia, Ltd. January 31, 1997
Grove Park Villas, Ltd. January 31, 1997
Highlands Village II January 31, 1997
Eustis Apartments, Ltd. January 31, 1997
South Hiawassee Village, Ltd. January 31, 1997
<PAGE>
Exhibit 23.23
[LETERHEAD]
CONSENT OF SCIARABBA WALKER & CO., LLP
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment Investment
and Management Company ("AIMCO") for the registration of shares of its Class A
common Stock and to the incorporation by reference therein of our reports dated
January 24, 1995 and February 6, 1997, with respect to the audits of Abbot
Associates for the years ended December 31, 1994, 1995, and 1996, included in
AIMCO's Current Report on Form 8-K/A (as amended to date), dated June 3, 1997,
and filed with the Securities and Exchange Commission.
/s/Sciarabba Walker & Co., LLP
------------------------------
Sciarabba Walker & Co., LLP
Ithaca, New York
September 22, 1997
<PAGE>
Exhibit 23.24
CONSENT OF WALLACE SANDERS & COMPANY
------------------------------------
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment
Investment and Management Company ("AIMCO") for the registration of shares of
its Class A Common Stock and to the incorporation by reference therein of our
reports dated February 14, 1997 with respect to the audits of the following
entities for the period from January 2, 1996 (date of formation) to December
31, 1996, included in AIMCO's Current Report on Form 8-K/A (as amended to
date), dated June 3, 1997, and filed with the Securities and Exchange
Commission:
NHP Chaparral Associates, L.P.
NHP Country Club Woods Associates, L.P.
NHP Country Club Woods, L.P.
NHP Greenbriar Associates, L.P.
NHP Greenbriar, L.P.
NHP Hessian Hills, L.P.
NHP High River, L.P.
NHP Spring Lake Manor Associates, L.P.
NHP Spring Lake Manor, L.P.
NHP Three Chopt West Associates, L.P.
NHP Town & Country/Country Place Associates, L.P.
NHP Town & Country/Country Place, L.P.
NHP Townhouse Associates, L.P.
NHP Townhouse, L.P.
NHP Twin Gates East, L.P.
NHP Will-O-Wisp Arms, L.P.
/s/ Wallace Sanders & Company
WALLACE SANDERS & COMPANY
Dallas, Texas
September 22, 1997
<PAGE>
EXHIBIT 23.25
[LETTERHEAD]
September 22, 1997
We consent to the reference to our firm under the caption "Experts" in this
Registration Statement (Form S-3) and related Prospectus of Apartment
Investment and Management Company ("AIMCO") for the registration of shares of
its Class A Common Stock and to the incorporation by reference therein of our
reports with respect to the audits of the listed partnerships, as included in
the attached schedule, for the years ended December 31, 1995 and 1996,
included in AIMCO's Current Report on Form 8-K/A (as amended to date), dated
June 3, 1997, and filed with the Securities and Exchange Commission.
/S/Warady & Davis LLP
-----------------------
<PAGE>
SCHEDULE OF AUDIT REPORTS ISSUED
BY WARADY & DAVIS LLP FOR NHP
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996
<TABLE>
<CAPTION>
Date of Year Ended Date of Year Ended
December 31, 1995 December 31, 1996
Name of Partnership Audit Report Audit Report
- ------------------- ------------------ ------------------
<S> <C> <C>
Church Street Associates January 30, 1996 February 4, 1997
New Vistas Apartments Associates January 22, 1996 January 24, 1997
New Vistas Apartments
Associates--Phase II January 19, 1996 February 3, 1997
North Washington Park Partnership January 26, 1996 January 21, 1997
Palmer Square Apartments Associates January 23, 1996 February 3, 1997
Parkways Associates January 16, 1996 January 28, 1997
Oak Park Partnership February 6, 1996 January 14, 1997
Rogers Park Partnership February 14, 1996 January 27, 1997
MRR L.P. January 20, 1997
Central Woodlawn Rehabiliatation
Joint Venture March 6, 1997
</TABLE>
<PAGE>
Exhibit 23.26
[GRAPHIC]
CONSENT OF ZINER & COMPANY, P.C.
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of Apartment
Investment and Management Company ("AIMCO") for the registration of shares of
its Class A Common Stock and to the incorporation by reference therein of our
reports dated February 27, 1996 and March 11, 1997 with respect to the audits
of United Front Homes for the years ended December 31, 1995 and 1996,
included in AIMCO's Current Report on Form 8K/A (as amended to date), dated
June 3, 1997, and filed with the Securities and Exchange Commission.
/s/Ziner & Company, P.C.
-------------------------
Ziner & Company, P.C.
Boston, Massachusetts
September 22, 1997
<PAGE>
Exhibit 23.27
[LETTERHEAD]
CONSENT OF ZINNER & CO.
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Apartment
Investment and Management Company ("AIMCO") for the registration of shares of
its Class A Common Stock and to the incorporation by reference therein of our
reports dated January 16, 1996 and January 13, 1997 with respect to the
audits of Vistula Heritage Village for the years ended December 31, 1995, and
1996, included in AIMCO's Current Report on Form 8-K/A (as amended to date),
dated June 3, 1997, and filed with the Securities and Exchange Commission.
/s/ Zinner & Co.
- ------------------
Zinner & Co.
Pepper Pike, Ohio
September 22, 1997
